EXHIBIT 4.1



                   Greenwich Capital Commercial Funding Corp.,
                                  as Depositor

                                       and

                            [______________________],
                               as Master Servicer

                                       and

                            [______________________],
                               as Special Servicer

                                       and

                            [______________________],
                                   as Trustee

                         POOLING AND SERVICING AGREEMENT

                        Dated as of [___________], 200[_]

                                 $[___________]

                     Commercial Mortgage Trust 200[_]-[___],

                 Commercial Mortgage Pass-Through Certificates,

                               Series 200[_]-[___]

<PAGE>


                                TABLE OF CONTENTS




                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

Section 1.01        Defined Terms...............................................
Section 1.02        General Interpretive Principles.............................
Section 1.03        Certain Adjustments to the Principal
                      Distributions on the Certificates.........................
Section 1.04        Certain Calculations Relating to REO Loans..................

                                   ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE
                                OF CERTIFICATES

Section 2.01        Creation of Trust; Conveyance of Mortgage Loans.............
Section 2.02        Acceptance of Trust Fund by Trustee.........................
Section 2.03        Repurchase of Mortgage Loans for Document Defects
                      and Breaches of Representations and Warranties............
Section 2.04        Representations, Warranties and Covenants of the
                      Depositor.................................................
Section 2.05        Execution of Certificates; Issuance of
                      Uncertificated Lower-Tier Interests.......................

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01        Administration of the Loans.................................
Section 3.02        Collection of Loan Payments.................................
Section 3.03        Collection of Taxes, Assessments and Similar
                      Items; Servicing Accounts; Reserve Accounts...............
Section 3.04        Pool Custodial Account, Defeasance Deposit
                      Account, Distribution Account, Interest Reserve
                      Account and Excess Liquidation Proceeds Account...........
Section 3.04A       Loan Group Custodial Account................................
Section 3.05        Permitted Withdrawals From the Pool Custodial
                      Account, the Distribution Account, the Interest
                      Reserve Account and the Excess Liquidation
                      Proceeds Account..........................................
Section 3.05A       Permitted Withdrawals From the Loan Group
                      Custodial Account.........................................
Section 3.06        Investment of Funds in the Servicing Accounts,
                      the Reserve Accounts, the Defeasance Deposit
                      Account, the Custodial Accounts and the REO
                      Accounts..................................................
Section 3.07        Maintenance of Insurance Policies; Errors and
                      Omissions and Fidelity Coverage; Environmental
                      Insurance.................................................
Section 3.08        Enforcement of Due-on-Sale and Due on Encumbrance
                      Provisions................................................
Section 3.09        Realization Upon Defaulted Loans; Required
                      Appraisals; Appraisal Reduction Calculation...............
Section 3.10        Trustee and Custodian to Cooperate; Release of
                      Mortgage Files............................................
Section 3.11        Servicing Compensation; Payment of Expenses.................
Section 3.12        Certain Matters Regarding Servicing Advances................
Section 3.13        Property Inspections; Collection of Financial
                      Statements; Delivery of Certain Reports...................
Section 3.13A       Delivery of Certain Reports to the Companion Loan
                      Noteholders...............................................
Section 3.13B       Statements to the Companion Loan Noteholders................
Section 3.14        [Reserved]..................................................
Section 3.15        [Reserved]..................................................
Section 3.16        Access to Certain Information...............................
Section 3.17        Title to REO Property; REO Accounts.........................
Section 3.18        Management of REO Property..................................
Section 3.19        Sale of Mortgage Loans and REO Properties...................
Section 3.20        Additional Obligations of the Master Servicer;
                      Obligations to Notify Ground Lessors; the
                      Special Servicer's Right to Request the Master
                      Servicer to Make Servicing Advances.......................
Section 3.21        Modifications, Waivers, Amendments and Consents;
                      Defeasance................................................
Section 3.22        Transfer of Servicing Between Master Servicer and
                      Special Servicer; Record Keeping..........................
Section 3.23        Sub-Servicing Agreements....................................
Section 3.24        Representations and Warranties of the Master
                      Servicer..................................................
Section 3.25        Representations and Warranties of the Special
                      Servicer..................................................
Section 3.26        Certain Matters Regarding the Purchase of the
                      Loan Group Trust Mortgage Loans...........................
Section 3.27        Application of Default Charges..............................
Section 3.28        Limitations on and Authorizations of the Master
                      Servicer and Special Servicer with Respect to
                      Specific Mortgage Loans...................................

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

Section 4.01        Distributions...............................................
Section 4.02        Statements to Certificateholders; CMSA Loan
                      Periodic Update File......................................
Section 4.03        P&I Advances................................................
Section 4.03A       P&I Advances on the Loan Group Trust Mortgage
                      Loans.....................................................
Section 4.04        Allocation of Realized Losses and Additional
                      Trust Fund Expenses.......................................
Section 4.05        Various Reinstatement Amounts...............................
Section 4.06        Calculations................................................
Section 4.07        Use of Agents...............................................

                                    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.......................................

                                   ARTICLE VI

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

Section 6.01        Liability of Depositor, Master Servicer and
                      Special Servicer..........................................
Section 6.02        Continued Qualification and Compliance of Master
                      Servicer; Merger, Consolidation or Conversion
                      of Depositor, Master Servicer or Special
                      Servicer..................................................
Section 6.03        Limitation on Liability of Depositor, Master
                      Servicer and Special Servicer.............................
Section 6.04        Resignation of Master Servicer and the Special
                      Servicer..................................................
Section 6.05        Rights of Depositor, Trustee and the Companion
                      Loan Noteholders in Respect of the Master
                      Servicer and the Special Servicer.........................
Section 6.06        Depositor, Master Servicer and Special Servicer
                      to Cooperate with Trustee.................................
Section 6.07        Depositor, Special Servicer and Trustee to
                      Cooperate with Master Servicer............................
Section 6.08        Depositor, Master Servicer and Trustee to
                      Cooperate with Special Servicer...........................
Section 6.09        Termination and Designation of Special Servicer
                      by the Directing Holder...................................
Section 6.10        Master Servicer or Special Servicer as Owner of a
                      Certificate...............................................
Section 6.11        Certain Powers of the Directing Holder......................

                                   ARTICLE VII

                                     DEFAULT

Section 7.01        Events of Default...........................................
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        Additional Remedies of Trustee Upon Event of
                      Default...................................................

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01        Duties of Trustee...........................................
Section 8.02        Certain Matters Affecting Trustee...........................
Section 8.03        Trustee Not Liable for Validity or Sufficiency of
                      Certificates or Loans.....................................
Section 8.04        Trustee May Own Certificates................................
Section 8.05        Fees and Expenses of Trustee; Indemnification of
                      and by Trustee............................................
Section 8.06        Eligibility Requirements for Trustee........................
Section 8.07        Resignation and Removal of Trustee..........................
Section 8.08        Successor Trustee...........................................
Section 8.09        Merger or Consolidation of Trustee..........................
Section 8.10        Appointment of Co-Trustee or Separate Trustee...............
Section 8.11        Appointment of Custodians...................................
Section 8.12        Appointment of Authenticating Agents........................
Section 8.13        Appointment of Tax Administrators...........................
Section 8.14        Access to Certain Information...............................
Section 8.15        [Reserved]..................................................
Section 8.16        Representations and Warranties of Trustee...................

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

Section 10.01       REMIC Administration........................................

                                   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..................................................
Section 11.14       Regulation AB Notices.......................................

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01       Amendment...................................................
Section 12.02       Recordation of Agreement; Counterparts......................
Section 12.03       Limitation on Rights of Certificateholders and
                      the Companion Loan Noteholders............................
Section 12.04       Governing Law; Consent to Jurisdiction......................
Section 12.05       Notices.....................................................
Section 12.06       Severability of Provisions..................................
Section 12.07       Grant of a Security Interest................................
Section 12.08       [Reserved]..................................................
Section 12.09       Successors and Assigns; Beneficiaries.......................
Section 12.10       Article and Section Headings................................
Section 12.11       Notices to Rating Agencies..................................
Section 12.12       Global Opinions.............................................
Section 12.13       Complete Agreement..........................................


<PAGE>

                             SCHEDULES AND EXHIBITS

   Schedule No.      Schedule Description
   ------------      --------------------
         I           Mortgage Loan Schedule

        II           Schedule of Exceptions to Mortgage File Delivery

        III          Environmentally Insured Mortgage Loans

        IV           Class XP Reference Rate Schedule

         V           Schedule of Initial Directing Holder For Each Loan Group

        VI           Supplemental Servicer Schedule

        VII          Primary Serviced Loans

       VIII          Class A-AB Planned Principal Balance Schedule

        IX           Broker Strip Loans

         X           Special Servicer Earnout/Holdback Mortgage Loans

    Exhibit No.      Exhibit Description
    -----------      -------------------

        A-1          Form of Class [A-1] [A-2] Certificate

        A-2          Form of Class [XP] [XC] Certificate

        A-3          Form of Class [A-3] [A-4-1] [A-4-2] [A-AB] [A-5] [A-M]
                     Certificate

        A-4          Form of Class [A-J] Certificate

        A-5          Form of Class [B] [C] [D] [E] Certificate

        A-6          Form of Class [F] [G] [H] Certificates

        A-7          Form of Class [J] [K] [L] [M] [N] [O] [P] Certificate

        A-8          Form of Class [R-I] [R-II] Certificate

         B           Form of Distribution Date Statement

         C           Form of Custodial Certification

        D-1          Form of Master Servicer Request for Release

        D-2          Form of Special Servicer Request for Release

         E           Form of Loan Payoff Notification Report

        F-1          Form of Transferor Certificate for Transfers of Definitive
                     Non-Registered Certificates

       F-2A          Form I of Transferee Certificate for Transfers of
                     Definitive Non-Registered Certificates

       F-2B          Form II of Transferee Certificate for Transfers of
                     Definitive Non-Registered Certificates

       F-2C          Form of Transferee Certificate for Transfers of Interests
                     in Rule 144A Global Certificates

       F-2D          Form of Transferee Certificate for Transfers of Interests
                     in Regulation S Global Certificates

         G           Form I of Transferee Certificate in Connection with ERISA
                     (Definitive Non-Registered

                     Certificates)

        H-1          Form of Transfer Affidavit and Agreement regarding Residual
                     Interest Certificates

        H-2          Form of Transferor Certificate regarding Residual Interest
                     Certificates

        I-1          Form of Notice and Acknowledgment

        I-2          Form of Acknowledgment of Proposed Special Servicer

         J           Reserved

         K           Sub-Servicers in respect of which Sub-Servicing Agreements
                     are in effect or being negotiated as of the Closing Date

         L           Form of Defeasance Certification

         M           Form of Sarbanes-Oxley Certification

        N-1          Form of Certification to be Provided to Depositor by the
                     Trustee

        N-2          Form of Certification to be Provided to Depositor by the
                     Master Servicer

        N-3          Form of Certification to be Provided to Depositor by the
                     Special Servicer

         O           Servicing Criteria to be Addressed in Assessment of
                     Compliance

         P           Additional Form 10-D Disclosure

         Q           Additional Form 10-K Disclosure

         R           Form 8-K Disclosure

         S           Form of Additional Disclosure Information

         T           Servicing and Subservicing Agreements

         U           Form Certification to be Provided with Form 10-K


<PAGE>

      This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of [__________], 200[_], among GREENWICH CAPITAL COMMERCIAL FUNDING
CORP., as Depositor, [____________________], as Master Servicer,
[____________________], as Special Servicer and [____________________], as
Trustee.

                             PRELIMINARY STATEMENT:

      The Depositor intends to sell the Certificates, which are to be issued
hereunder in multiple Classes and which in the aggregate will evidence the
entire beneficial ownership interest in the Trust Fund.

                                  CERTIFICATES

                      Approx.              Original Class
                      Initial            Principal Balance
    Class         Pass-Through Rate     (or Notional Amount)    Original Rating
 Designation        (per annum)          at Initial Issuance     S&P/Moody's(1)
 -----------        -----------          -------------------     --------------
Class A-1               %                            $
Class A-2               %                            $
Class A-3               %                            $
Class A-4-1             %                            $
Class A-4-2             %                            $
Class A-AB              %                            $
Class A-5               %                            $
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 O                 %                            $
Class P                 %                            $
Class XP                %                            $
Class XC                %                            $
Class R-I               %                            $
Class R-II              %                            $

------------------

(1)   "NR" indicates that the Class of Certificates has not been rated by the
      applicable Rating Agency.

(2)   The Pass-Through Rates for the Class XP and Class XC Certificates will be
      a variable rate per annum as set forth herein.

(3)   The Class XP and Class XC Certificates will not have a Class Principal
      Balance and will not entitle their Holders to receive distributions of
      principal. The Class XP and Class XC Certificates will each have a
      Notional Amount as set forth herein.

(4)   The Class R-I Certificates and Class R-II Certificates do not have a Class
      Principal Balance or Notional Amount, do not bear interest and will not be
      entitled to distributions of Net Prepayment Consideration. Any Available
      Distribution Amount remaining in the Lower-Tier Distribution Account after
      distributing the Lower-Tier Distribution Amount and Net Prepayment
      Consideration shall be distributed to the Holders of the Class R-I
      Certificates (but only to the extent of the Available Distribution Amount
      for such Distribution Date, if any, remaining in the Lower-Tier
      Distribution Account). 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-II Certificates.

      As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of all of the Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as the "Lower-Tier REMIC." The
Class R-I Certificates will represent the sole class of "residual interests" in
the Lower-Tier REMIC for purposes of the REMIC Provisions under federal income
tax law.

      As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Uncertificated Lower-Tier Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as the "Upper-Tier REMIC." The Class R-II Certificates will evidence
the sole class of "residual interests" in the Upper-Tier REMIC for purposes of
the REMIC Provisions under federal income tax law. For federal income tax
purposes, each Class of the Regular Interest Certificates will be designated as
a separate "regular interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions under federal income tax law.

      The following table sets forth the Class or Component designation, the
corresponding Uncertificated Lower-Tier Interest (the "Corresponding
Uncertificated Lower-Tier Interest"), the corresponding components of the Class
X Certificates (the "Corresponding Components"), if any, and the Original Class
Principal Balance for each Class of Principal Balance Certificates (the
"Corresponding Certificates").

<TABLE>
<CAPTION>
                                                Corresponding                                 Corresponding
                                               Uncertificated                                 Components of
     Corresponding      Original Class           Lower-Tier         Original Lower-Tier          Class X
      Certificates     Principal Balance        Interests(1)         Principal Amount        Certificates(1)
      ------------     -----------------        ------------         ----------------        ---------------
<S>                    <C>                      <C>                  <C>                     <C>
Class A-1
                                                   LA-1-1                                        X-A-1-1
                                                   LA-1-2                                        X-A-1-2
                                                   LA-1-3                                        X-A-1-3
Class A-2
                                                   LA-2-1                                        X-A-2-1
                                                   LA-2-2                                        X-A-2-2
                                                   LA-2-3                                        X-A-2-3
                                                   LA-2-4                                        X-A-2-4
                                                   LA-2-5                                        X-A-2-5
                                                   LA-2-6                                        X-A-2-6
                                                   LA-2-7                                        X-A-2-7
Class A-3
                                                    LA-3                                          X-A-3
Class A-4-1
                                                   LA-4-1                                        X-A-4-1
Class A-4-2
                                                  LA-4-2-1                                      X-A-4-2-1
                                                  LA-4-2-2                                      X-A-4-2-2
Class A-AB
                                                   LA-AB-1                                       X-A-AB-1
                                                   LA-AB-2                                       X-A-AB-2
                                                   LA-AB-3                                       X-A-AB-3

Class A-5
                                                   LA-5-1                                        X-A-5-1
                                                   LA-5-2                                        X-A-5-2
                                                   LA-5-3                                        X-A-5-3
Class A-M
                                                    LA-M                                          X-A-M
Class A-J
                                                    LA-J                                          X-A-J
Class B
                                                     LB                                            X-B
Class C
                                                     LC                                            X-C
Class D
                                                    LD-1                                          X-D-1
                                                    LD-2                                          X-D-2
                                                    LD-3                                          X-D-3
                                                    LD-4                                          X-D-4
                                                    LD-5                                          X-D-5
Class E
                                                    LE-1                                          X-E-1
                                                    LE-2                                          X-E-2
Class F
                                                    LF-1                                          X-F-1
                                                    LF-2                                          X-F-2
Class G
                                                    LG-1                                          X-G-1
                                                    LG-2                                          X-G-2
Class H
                                                    LH-1                                          X-H-1
                                                    LH-2                                          X-H-2
                                                    LH-3                                          X-H-3
Class J
                                                     LJ                                            X-J
Class K
                                                    LK-1                                          X-K-1
                                                    LK-2                                          X-K-2
Class L
                                                     LL                                            X-L
Class M
                                                     LM                                            X-M
Class N
                                                     LN                                            X-N
Class O
                                                     LO                                            X-O
Class P
                                                     LP                                            X-P
</TABLE>

------------------

(1)  The Uncertificated Lower-Tier Interest and the Components of the Class X
     Certificates that correspond to any particular Class of Principal Balance
     Certificates also correspond to each other and, accordingly, constitute the
     "Corresponding Uncertificated Lower-Tier Interest" and the "Corresponding
     Components," respectively, with respect to each other.

        The initial aggregate principal balance of the Uncertificated Lower-Tier
Interests will be $[__________].

        There are [___] Mortgage Loans included in the Trust Fund (as identified
in the table below) that are each part of a split loan structure, and are each
secured by the same Mortgage that also secures another mortgage loan or loans in
that split loan structure.

        Each split loan structure, including all of the related notes that are
secured by the same Mortgage, is referred to herein as a "Loan Group." Each Loan
Group consists of (1) one or more "Loan Group Trust Mortgage Loans," which is
the portion of the Loan Group that is included as an asset of the Trust Fund and
(2) one or more "Companion Loans," which is the portion of the Loan Group that
is not included as an asset of the Trust Fund. Each Companion Loan may be
classified as either (1) a "Pari Passu Companion Loan," which is a Companion
Loan that is pari passu in right of payment with the related Loan Group Trust
Mortgage Loan in the same Loan Group or (2) a "Subordinate Companion Loan,"
which is a Companion Loan that is subordinate in right of payment to the related
Loan Group Trust Mortgage Loan in the same Loan Group. A Loan Group may contain
both Pari Passu Companion Loans and Subordinate Companion Loans. The term
"Mortgage Loan" as used in this Agreement will include the Loan Group Trust
Mortgage Loans.

        The following table identifies the Loan Groups and their related Loan
Group Trust Mortgage Loans and Companion Loans:

<TABLE>
<CAPTION>
                                      Trust
                                     Mortgage
                                     Loan as
                                      a % of
                                     Initial      Aggregate                                  Controlling
                         Trust       Mortgage     Non-Trust      Non-Trust     Non-Trust      Pooling &      Initial      Initial
                        Mortgage       Pool       Mortgage        B Note      Pari Passu      Servicing      Master       Special
  Mortgage Loan       Loan Balance   Balance    Loan Balance      Balance    Loan Balance   Agreement(1)   Servicer(2)  Servicer(3)
  -------------       ------------   -------    ------------      -------    ------------   ------------   -----------  -----------
<S>                   <C>            <C>        <C>               <C>        <C>            <C>            <C>          <C>
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
[________________]                                                                          200[_]-[___]
</TABLE>

---------------

(1) 200[_]-[___] refers to the pooling and servicing agreement for this
    transaction. 200[_]-[___] refers to the pooling and servicing agreement
    entered into in connection with the [_________________], as depositor,
    Commercial Mortgage Pass-Through Certificates Series 200[_]-[___].
    200[_]-[___] refers to the pooling and servicing agreement entered into in
    connection with the [_________________], Commercial Mortgage Pass-Through
    Certificates, Series 200[_]-[___].

(2) [__________] refers to [_________________]. [__________] refers to
    [_________________].

(3) [__________] refers to [_________________]. [__________] refers to
    [_________________].

        [_________________]. The Loan Group secured by a Mortgage on the
property known as [_________________] (the "[ ] Loan Group"), consists of two
Loans:

               (a) one Loan Group Trust Mortgage Loan in the outstanding
        principal amount of $[___________] as of the date hereof (the "[ ] Trust
        Loan"); and

               (b) one Pari Passu Companion Loan in the outstanding principal
        amount of $[___________] as of the date hereof (the "[ ] Pari Passu
        Companion Loan").

        [_________________]. The Loan Group secured by a Mortgage on the
property known as [_________________] (the "[ ] Loan Group"), consists of three
Loans:

               (a) one Loan Group Trust Mortgage Loan in the outstanding
        principal amount of $[___________] as of the date hereof (the "[ ] Trust
        Loan");

               (b) one Pari Passu Companion Loan in outstanding principal amount
        of $[___________] as of the date hereof (the "[ ] Pari Passu Companion
        Loan"); and

               (c) one Subordinate Companion Loan in the outstanding principal
        amount of $[___________] as of the date hereof (the "[ ] Subordinate
        Companion Loan").

        [_________________]. The Loan Group secured by a Mortgage on the
property known as [_________________] (the "[ ] Loan Group"), consists of two
Loans:

               (a) one Loan Group Trust Mortgage Loan in the outstanding
        principal amount of $[___________] as of the date hereof (the "[ ] Trust
        Loan"); and

               (b) one Subordinate Companion Loan in the outstanding principal
        amount of $[___________] as of the date hereof (the "[ ] Subordinate
        Companion Loan").

        The relative rights of each holder of a Loan Group Trust Mortgage Loan
and the related Companion Loans are set forth in a co-lender or other similar
agreement (each a "Co-Lender Agreement") among the holders of each of the Loans
in the Loan Group. Pursuant to each Co-Lender Agreement, the Loan Groups are to
be serviced and administered in accordance with this Agreement, other than the
[_________________] Loan Group and the [_________________] Loan Group (the
"Non-Serviced Loan Groups"), by the Master Servicer and the Special Servicer
hereunder.

        The [_________________] Loan Group, including the [_________________]
Trust Loan, will be serviced and administered in accordance with the pooling and
servicing agreement (the "200[_]-[___] PSA") dated [_________], 200[_], by and
among [_________________], as depositor (the "200[_]-[___] Depositor"),
[_________________], as master servicer (the "200[_]-[___] Master Servicer"),
[_________________], as special servicer (the "200[_]-[___] Special Servicer")
and [_________________], as trustee (the "2004-GG2 Trustee"), pursuant to which
the [_________________], Commercial Mortgage Pass Through Certificates, Series
200[_]-[___] were issued.

        The [_________________] Loan Group, including the [_________________]
Trust Loan, will be serviced and administered in accordance with the pooling and
servicing agreement (the "200[_]-[___] PSA") dated as of [__________], 200[_],
by and among [_________________], as depositor (the "200[_]-[___] Depositor"),
[_________________], as master servicer (the "200[_]-[___] Master Servicer"),
[_________________], as special servicer (the "200[_]-[___] Special Servicer")
and [_________________], as trustee (the "200[_]-[___] Trustee"), pursuant to
which the [_________________], Commercial Mortgage Pass Through Certificates,
Series 200[_]-[___] were issued.

        Capitalized terms used but not otherwise defined in this Preliminary
Statement have the respective meanings assigned thereto in Section 1.01 of this
Agreement.

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

                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

        Section 1.01         Defined Terms.

        Whenever used in this Agreement, including in the Preliminary Statement,
unless the context otherwise requires:

        "10-K Filing Deadline" has the meaning set forth in Section 11.05.

        "200[_]-[___] Depositor" shall have the meaning assigned thereto in the
Preliminary Statement.

        "200[_]-[___] Master Servicer" shall have the meaning assigned thereto
in the Preliminary Statement.

        "200[_]-[___] PSA" shall have the meaning assigned thereto in the
Preliminary Statement.

        "200[_]-[___] Special Servicer" shall have the meaning assigned thereto
in the Preliminary Statement.

        "200[_]-[___] Trustee" shall have the meaning assigned thereto in the
Preliminary Statement.

        "Acceptable Insurance Default" shall mean, with respect to any Serviced
Loan, any default under the related Loan documents resulting from (a) the
exclusion of acts of terrorism from coverage under the related all risk casualty
insurance policy maintained on the subject Mortgaged Property and (b) the
related Mortgagor's failure to obtain insurance that specifically covers acts of
terrorism, but only if the Special Servicer has determined, in accordance with
the Servicing Standard, that either (i) such insurance is not available at
commercially reasonable rates and the subject hazards are not commonly insured
against by prudent owners of similar real properties in similar locales (but
only by reference to such insurance that has been obtained by such owners at
current market rates), or (ii) such insurance is not available at any rate.
Subject to the Servicing Standard, in making any of the determinations required
in subclause (i) or (ii) of this definition, the Special Servicer shall be
entitled to rely on the opinion of an insurance consultant.

        "Accrued Certificate Interest" shall mean the interest accrued from time
to time with respect to any Class of Regular Interest Certificates, the amount
of which interest shall equal: (a) in the case of any Class of Principal Balance
Certificates for any Interest Accrual Period, one-twelfth of the product of (i)
the Pass-Through Rate applicable to such Class of Certificates for such Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of
Certificates outstanding immediately prior to the related Distribution Date; and
(b) in the case of each Class of the Class X Certificates for any Interest
Accrual Period, the sum of the Accrued Component Interest for all of the
Components of such Class for such Distribution Date.

        "Accrued Component Interest" shall mean, with respect to each Component
of the Class XP and Class XC Certificates for any Distribution Date, one-twelfth
of the product of (i) the Class XP Strip Rate or Class XC Strip Rate applicable
to such Component for such Distribution Date, and (ii) the Component Notional
Amount of such Component outstanding immediately prior to such Distribution
Date.

        "Acquisition Date" shall mean, with respect to any REO Property, the
first day on which such REO Property is considered to be acquired by the Trust
Fund within the meaning of Treasury Regulations Section 1.856-6(b)(1), which
shall be the first day on which the Trust Fund is treated as the owner of such
REO Property for federal income tax purposes.

        "Actual/360 Basis" shall mean the accrual of interest calculated on the
basis of the actual number of days elapsed during any interest accrual period in
a year assumed to consist of 360 days.

        "Additional Disclosure Notification" shall mean the form of notification
to be included with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached hereto as
Exhibit S.

        "Additional Form 10-D Disclosure" has the meaning set forth in Section
11.04.

        "Additional Form 10-K Disclosure" has the meaning set forth in Section
11.05.

        "Additional Information" shall have the meaning assigned thereto in
Section 4.02(a).

        "Additional Principal Distribution Amount" shall mean, with respect to
any Distribution Date, the aggregate of the Recovered Amounts included in, and
added to the Principal Distribution Amount for such Distribution Date for
purposes of calculating, the Adjusted Principal Distribution Amount for such
Distribution Date, pursuant to Section 1.03(c).

        "Additional Servicer" shall mean, 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 or the Trustee, who
Services 10% or more of the Mortgage Loans by unpaid balance calculated in
accordance with the provisions of Regulation AB.

        "Additional Trust Fund Expense" shall mean any expense incurred with
respect to the Trust Fund (excluding any Unliquidated Advance) and not otherwise
included in the calculation of a Realized Loss that would result in the Holders
of Regular Interest Certificates receiving less than the full amount of
principal and/or Distributable Certificate Interest to which they are entitled
on any Distribution Date. Amounts paid as Additional Trust Fund Expenses shall
be paid out of funds on deposit in the Custodial Account or the Distribution
Account.

        "Adjusted Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to the Principal Distribution Amount for such
Distribution Date, plus all amounts added to such Principal Distribution Amount
pursuant to Section 1.03(c) for such Distribution Date, minus all amounts
subtracted from such Principal Distribution Amount pursuant to Section 1.03(b)
for such Distribution Date.

        "Administrative Cost Rate" shall mean, with respect to each Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto), the rate per
annum specified as the "Administrative Cost Rate" on the Mortgage Loan Schedule,
which, for each such other Mortgage Loan (or successor REO Mortgage Loan) is
equal to the sum of the related Master Servicing Fee Rate, the Trustee Fee Rate
and, in the case of a Non-Serviced Trust Loan, the "servicing fee rate" payable
to the applicable Lead Master Servicer under the applicable Lead PSA.

        "Advance" shall mean any P&I Advance or Servicing Advance.

        "Adverse Rating Event" shall mean, (i) when used with respect to any
Class of Certificates, as of any date of determination, the qualification,
downgrade or withdrawal of any rating then assigned to such Class of
Certificates by any Rating Agency and (ii) when used with respect to any
Companion Loan Securities, as of any date of determination the qualification,
downgrade or withdrawal of any rating then assigned by any Rating Agency to such
Companion Loan Securities (but only if such Companion Loan Securities were
issued in connection with the inclusion of a Serviced Pari Passu Companion Loan
into a trust as part of a securitization).

        "Adverse REMIC Event" shall have the meaning assigned thereto in Section
        10.01(i).

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

        "Agreement" shall mean this Pooling and Servicing Agreement, together
with all amendments hereof and supplements hereto.

        "Appraisal" shall mean an appraisal or update thereof prepared by an
Independent Appraiser.

        "Appraisal Reduction Amount" shall mean, with respect to any Required
Appraisal Loan, an amount (calculated initially as of the Determination Date
immediately following the later of the date on which the subject Mortgage Loan
or Loan Group became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained) equal to the excess, if any, of: (a)
the sum of, without duplication, (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer or the Trustee, all unpaid interest on such
Required Appraisal Loan through the most recent Due Date prior to the date of
calculation (exclusive of any portion thereof that represents Default Interest),
(iii) all accrued and unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees in respect of such Required Appraisal Loan, (iv) all related
unreimbursed Advances (which shall include, without duplication, (1) any
Advances as to which the advancing party was reimbursed from a source other than
the related Mortgagor and (2) any Unliquidated Advances) made by or on behalf of
(plus all accrued interest on such Advances payable to) the Master Servicer, the
Special Servicer and the Trustee with respect to such Required Appraisal Loan,
(v) any other unpaid Additional Trust Fund Expenses in respect of such Required
Appraisal Loan, and (vi) all currently due and unpaid real estate taxes and
assessments, insurance premiums and, if applicable, ground rents, and any
unfunded improvement or other applicable reserves, in respect of the related
Mortgaged Property or REO Property, as the case may be (in each case, net of any
amounts escrowed with the Master Servicer or the Special Servicer for such
items); over (b) the Required Appraisal Value. Notwithstanding the foregoing, if
(i) any Mortgage Loan or Loan Group becomes a Required Appraisal Loan, (ii)
either (A) no Required Appraisal or update thereof has been obtained or
conducted, as applicable, in accordance with Section 3.09(a), with respect to
the related Mortgaged Property during the 12-month period prior to the date such
Mortgage Loan or Loan Group became a Required Appraisal Loan or (B) there shall
have occurred since the date of the most recent Required Appraisal or update
thereof a material change in the circumstances surrounding the related Mortgaged
Property that would, in the Special Servicer's reasonable judgment, materially
affect the value of the related Mortgaged Property, and (iii) no new Required
Appraisal is obtained or conducted, as applicable, in accordance with Section
3.09(a), within 60 days after such Mortgage Loan or Loan Group became a Required
Appraisal Loan, then (x) until such new Required Appraisal is obtained or
conducted, as applicable, in accordance with Section 3.09(a), the Appraisal
Reduction Amount shall equal 25% of the Stated Principal Balance of such
Required Appraisal Loan, and (y) upon receipt or performance, as applicable, in
accordance with Section 3.09(a), of such Required Appraisal or update thereof by
the Special Servicer, the Appraisal Reduction Amount for such Required Appraisal
Loan shall be recalculated in accordance with the preceding sentence of this
definition. For purposes of this definition, each Required Appraisal Loan that
is part of a Cross-Collateralized Group shall be treated separately for the
purposes of calculating any Appraisal Reduction Amount.

        Notwithstanding the foregoing, Appraisal Reduction Amount shall mean,
with respect to a Non-Serviced Trust Loan, the amount calculated by the
applicable Lead Special Servicer or Lead Master Servicer, as applicable, in
accordance with and pursuant to the terms of the related Lead PSA.

        "Appraised Value" shall mean, with respect to each Mortgaged Property or
REO Property, the appraised value thereof based upon the most recent appraisal
or update thereof prepared by an Independent Appraiser that is contained in the
related Servicing File or, in the case of any such property with or that had, as
the case may be, an allocated loan amount of, or securing a Loan or relating to
an REO Loan, as the case may be, with a Stated Principal Balance of, less than
$2,000,000, either (a) the most recent appraisal or update thereof that is
contained in the related Servicing File or (b) the most recent "desktop" value
estimate performed by the Special Servicer that is contained in the related
Servicing File or with respect to any Non-Serviced Trust Loan, the appraisal
value as calculated pursuant to the Lead PSA.

        "Assignment of Leases" shall mean, with respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar document or
instrument executed by the Mortgagor in connection with the origination of the
related Loan.

        "Assumed Monthly Payment" shall mean: (a) with respect to any Balloon
Mortgage Loan (or Serviced Companion Loans) delinquent in respect of its Balloon
Payment, for each Due Date coinciding with or following its Stated Maturity Date
as of which such Mortgage Loan remains outstanding and part of the Trust Fund,
or, in the case of the Serviced Companion Loans, the related Mortgage Loans
remain part of the Trust Fund (provided that such Loan was not paid in full, and
no other Liquidation Event occurred in respect thereof, before the end of the
Collection Period in which the related Stated Maturity Date occurs), the
scheduled monthly payment of principal and/or interest deemed to be due in
respect of such Loan on such Due Date equal to the amount that would have been
due in respect thereof on such Due Date if such Loan had been required to
continue to accrue interest (other than Default Interest) in accordance with its
terms, and to pay principal in accordance with the amortization schedule (if
any) in effect immediately prior to, and without regard to the occurrence of,
the related Stated Maturity Date; (b) with respect to any REO Loan, for any Due
Date as of which the related REO Property remains part of the Trust Fund, or the
scheduled monthly payment of principal and/or interest deemed to be due in
respect thereof on such Due Date equal to the Monthly Payment (or, in the case
of a Balloon Loan described in clause (a) of this definition, the Assumed
Monthly Payment) that was due (or deemed due) in respect of the related Loan on
the last Due Date prior to its becoming an REO Loan.

        "ASTM" shall mean the American Society for Testing and Materials.

        "Authenticating Agent" shall mean any authenticating agent appointed
pursuant to Section 8.12 (or, in the absence of any such appointment, the
Trustee).

        "Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to: (a) the sum, without duplication, of the
following amounts (i) the aggregate amount of all payments and other collections
on or with respect to the Mortgage Loans and any REO Properties (including, with
respect to the Non-Serviced Trust Loans, payment remitted by the applicable Lead
Master Servicer that (A) were Received as of the end of the related Collection
Period (or, in the case of the Non-Serviced Trust Loans as of 12:00 noon (New
York City time) on the Master Servicer Remittance Date) and (B) are on deposit
in the Distribution Account as of 12:00 noon (New York City time) on such
Distribution Date, (ii) the aggregate amount of any P&I Advances made by the
Master Servicer or the Trustee for distribution on the Certificates on such
Distribution Date pursuant to Section 4.03 and Section 4.03A, (iii) the
aggregate amount deposited by the Master Servicer in the Distribution Account
for such Distribution Date pursuant to Section 3.20(a) in connection with
Prepayment Interest Shortfalls, (iv) to the extent not included in clause (a)(i)
of this definition, the aggregate amount transferred from the Excess Liquidation
Proceeds Account to the Distribution Account pursuant to Section 3.05(d) in
respect of such Distribution Date and (v) to the extent not included in the
amount described in clause (a)(i) of this definition, if such Distribution Date
occurs during March 2006 or any year thereafter, the aggregate of the Interest
Reserve Amounts transferred from the Interest Reserve Account to the
Distribution Account in respect of the Interest Reserve Mortgage Loans and any
Interest Reserve REO Mortgage Loans for distribution on such Distribution Date;
net of (b) the portion of the aggregate amount described in clause (a) of this
definition that represents one or more of the following: (i) Monthly Payments
that are due on a Due Date following the end of the related Collection Period,
(ii) any amounts payable or reimbursable to any Person from the Distribution
Account pursuant to clauses (ii) through (vii) of Section 3.05(b), (iii)
Prepayment Premiums and/or Yield Maintenance Charges, (iv) if such Distribution
Date occurs during January of any year that is not a leap year or during
February of any year, the Interest Reserve Amounts with respect to the Interest
Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans to be
withdrawn from the Distribution Account and deposited into the Interest Reserve
Account in respect of such Distribution Date and held for future distribution,
all pursuant to Section 3.04(c), and (v) amounts deposited in the Distribution
Account in error; provided that clauses (b)(i), (b)(iii) and (b)(iv) of this
definition shall not apply on the Final Distribution Date.

        "Balloon Loan" shall mean any 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 Stated Maturity Date and as to which,
in accordance with such terms, the payment due on its Stated Maturity Date is
significantly larger than the Monthly Payment due on the Due Date preceding its
Stated Maturity Date.

        "Balloon Mortgage Loan" shall mean any Mortgage Loan that is a Balloon
Loan.

        "Balloon Payment" shall mean, with respect to any Balloon Loan as of any
date of determination, the payment, other than any regularly scheduled monthly
payment, due with respect to such Loan at maturity.

        "Bid Allocation" shall mean, with respect to the Master Servicer or any
Sub-Servicer 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 Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the case may be, as
of such date of determination, over (b) the aggregate of the Servicer Fee
Amounts for the Master Servicer and all of the Sub-Servicers as of such date of
determination.

        "Book-Entry Certificate" shall mean any Certificate registered in the
name of the Depository or its nominee.

        "Book-Entry Non-Registered Certificate" shall mean any Non-Registered
Certificate that constitutes a Book-Entry Certificate.

        "Breach" shall have the meaning assigned thereto in Section 2.03(a).

        "Broker" shall mean the entity set forth in Schedule IX with respect to
each Broker Strip Loan.

        "Broker Strip" shall mean the per annum rate set forth on Schedule IX
with respect to each Broker Strip Loan.

        "Broker Strip Fee" shall mean with respect to each Broker, as of any
date of determination, the aggregate of the products obtained by multiplying,
for each Broker Strip Loan, (i) the principal balance of such Broker Strip Loan
as of the end of the immediately preceding Collection Period and (ii) 1/12 of
the related Broker Strip for such Broker Strip Loan.

        "Broker Strip Loans" shall mean each Mortgage Loan listed on Schedule IX
hereto.

        "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York, or in any of the cities
in which the Corporate Trust Office of the Trustee, the Primary Servicing Office
of the Master Servicer, any Lead Master Servicer, the Primary Servicer or the
Special Servicer are located, are authorized or obligated by law or executive
order to remain closed.

        "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

        "Certificate Factor" shall mean, with respect to any Class of Regular
Interest Certificates, as of any date of determination, a fraction, expressed as
a decimal carried to at least six places, the numerator of which is the then
current Class Principal Balance or Notional Amount, as the case may be, of such
Class of Regular Interest Certificates, and the denominator of which is the
Original Class Principal Balance or initial Notional Amount, as the case may be,
of such Class of Regular Interest Certificates.

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

        "Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the then
outstanding principal balance of such Certificate equal to the product of (a)
the then Certificate Factor for the Class of Principal Balance Certificates to
which such Certificate belongs, multiplied by (b) the amount specified on the
face of such Certificate as the initial Certificate Principal Balance thereof.
        "Certificate Register" shall mean the register maintained pursuant to
Section 5.02.

        "Certificate Registrar" shall mean the registrar appointed pursuant to
Section 5.02.

        "Certificateholder" shall mean the Person in whose name a Certificate is
registered in the Certificate Register, except that: (i) neither a Disqualified
Organization nor a Disqualified Non-United States Tax Person shall be Holder of
a Residual Interest Certificate for any purpose hereof; and (ii) solely for the
purposes of giving any consent, approval or waiver pursuant to this Agreement
that relates to the rights and/or obligations of any of the Depositor, the
Master Servicer, the Special Servicer or the Trustee in its respective capacity
as such, any Certificate registered in the name of the Depositor, the Master
Servicer, the Special Servicer or the Trustee, as the case may be, or any
Certificate registered in the name of any of its Affiliates, 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 that relates to
it has been obtained. The Certificate Registrar shall be entitled to request and
rely upon a certificate of the Depositor, the Master Servicer or the Special
Servicer in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to "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 "Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.

        "Certificateholder Reports" shall mean, collectively, the Distribution
Date Statement, the Mortgage Pool Data Update Report, the Loan Payoff
Notification Report and the CMSA Investor Reporting Package.

        "Certificates" shall mean any of the Class A-1, Class A-2, Class A-3,
Class A-4-1, Class A-4-2, Class A-AB, Class A-5, Class A-M, Class A-J, Class XP,
Class XC, 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 O, Class P, Class R-I or Class R-II
Certificates, as applicable.

        "Certification Parties" as defined in Section 11.06.

        "Certifying Person" as defined in Section 11.06.

        "Certifying Servicer" as defined in Section 11.09.

        "Class" shall mean, collectively, all of the Certificates bearing the
same alphabetical and, if applicable, numerical class designation.

        "Class A Certificates" shall mean the Class A-1, Class A-2, Class A-3,
Class A-4-1, Class A-4-2, Class A-AB and Class A-5 Certificates.

        "Class A-1 Certificate" shall mean any one of the Certificates with a
"Class A-1" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-2 Certificate" shall mean any one of the Certificates with a
"Class A-2" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-3 Certificate" shall mean any one of the Certificates with a
"Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-4-1 Certificate" shall mean any one of the Certificates with a
"Class A-4" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-4-2 Certificate" shall mean any one of the Certificates with a
"Class A-4" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-5 Certificate" shall mean any one of the Certificates with a
"Class A-5" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-AB Certificate" shall mean any one of the Certificates with a
"Class A-AB" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-AB Planned Principal Balance": The planned principal balance
set forth on Schedule VIII hereto relating to principal payments for the Class
A-AB Certificates.

        "Class A-J Certificate" shall mean any one of the Certificates with a
"Class A-J" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-M Certificate" shall mean any one of the Certificates with a
"Class A-M" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class B Certificate" shall mean any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class C Certificate" shall mean any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class D Certificate" shall mean any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class E Certificate" shall mean any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class F Certificate" shall mean any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class G Certificate" shall mean any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class H Certificate" shall mean any of the Certificates with a "Class
H" designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing a portion of a class of "regular interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class J Certificate" shall mean any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class K Certificate" shall mean any of the Certificates with a "Class
K" designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class L Certificate" shall mean any of the Certificates with a "Class
L" designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

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

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

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

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

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

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

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

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

        "Class LA-2-7 Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

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

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

        "Class LA-4-2-1 Interest" shall mean a regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

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

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

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

        "Class LA-AB-3 Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

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

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

        "Class LA-5-3 Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

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

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

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

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

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

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

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

        "Class LD-4 Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

        "Class LD-5 Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        "Class LO Interest" shall mean a regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

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

        "Class M Certificate" shall mean any of the Certificates with a "Class
M" designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class N Certificate" shall mean any of the Certificates with a "Class
N" designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class O Certificate" shall mean any of the Certificates with a "Class
O" designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class P Certificate" shall mean any of the Certificates with a "Class
P" designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a portion of a class of "regular interests" in
the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class Principal Balance" shall mean the aggregate principal balance of
any Class of Principal Balance Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each Class
of Principal Balance Certificates shall equal the Original Class Principal
Balance thereof. On each Distribution Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall be permanently reduced by the
amount of any distributions of principal made thereon on such Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and shall be further
permanently reduced (subject to Section 4.05) by the amount of any Realized
Losses and Additional Trust Fund Expenses deemed allocated thereto on such
Distribution Date pursuant to Section 4.04(a). On each Distribution Date, the
Class Principal Balance of each Class of Principal Balance Certificates shall be
increased by the related Class Principal Reinstatement Amount, if any, for such
Distribution Date.

        "Class Principal Reinstatement Amount" shall have the meaning assigned
thereto in Section 4.05(a).

        "Class R-I Certificate" shall mean any one of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a portion of the sole class of
"residual interests" in the Lower-Tier REMIC for purposes of the REMIC
Provisions.

        "Class R-II Certificate" shall mean any one of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a portion of the sole class of
"residual interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.

        "Class X Certificates" shall mean the Class XP Certificates and the
Class XC Certificates.

        "Class XC Certificate" shall mean any one of the Certificates with a
"Class XC" designation on the face thereof, substantially in the form of Exhibit
A-2 attached hereto, and evidencing the Components and a portion of a class of
"regular interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.

        "Class XC Notional Amount" shall mean, with respect to the Class XC
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

        "Class XC Strip Rate" shall mean, with respect to (A) any Class of
Components (other than the Class XP Components) 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 Corresponding
Certificates and (B) the Class XP Components (i) for any Distribution Date
occurring on or before the related Class XP Component Crossover Date, (x) the
Weighted Average Net Mortgage Rate for such Distribution Date minus (y) the sum
of the Pass-Through Rate for the Corresponding Certificates for such
Distribution Date and the Class XP Strip Rate for such Component for such
Distribution Date, and (ii) for any Distribution Date occurring after the
related Class XP Component Crossover 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 Corresponding Certificates. In no event shall any
Class XC Strip Rate be less than zero.

        "Class XP Certificate" shall mean any one of the Certificates with a
"Class XP" designation on the face thereof, substantially in the form of Exhibit
A-2 attached hereto, and evidencing the Class XP Components and a portion of a
class of "regular interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.

        "Class XP Component Crossover Date" shall mean (i) with respect to
Component X-A-1-2, the Distribution Date occurring in [________] 20[__], (ii)
with respect to Component X-A-1-3 and Component A-2-1, the Distribution Date
occurring in [________] 20[__], (iii) with respect to Component X-A-2-2,
Component X-K-1 and Component X-L, the Distribution Date occurring in [________]
20[__], (iv) with respect to Component X-A-2-3, Component X-H-1, Component X-J
and Component X-K-2, the Distribution Date occurring in [________] 20[__], (v)
with respect to Component X-A-2-4 and Component X-H-2, the Distribution Date
occurring in [________] 20[__], (vi) with respect to Component X-A-2-5,
Component X-G-1 and Component X-H-3, the Distribution Date occurring in
[________] 20[__], (vii) with respect to Component X-A-2-6, Component X-F-1 and
Component X-G-2, the Distribution Date occurring in [________] 20[__], (viii)
with respect to Component X-A-2-7, Component X-A-3, Component X-A-4-1, Component
X-A-4-2-1, Component X-E-1 and Component X-F-2, the Distribution Date occurring
in [________] 20[__], (ix) with respect to Component X-A-4-2-2, Component
X-A-AB-1, Component X-D-1 and Component X-E-2, the Distribution Date occurring
in [________] 20[__], (x) with respect to Component X-A-AB-2, and Component
X-D-2, the Distribution Date occurring in [________] 20[__], (xi) with respect
to Component X-A-AB-3, Component X-A-5-1 and Component X-D-3, the Distribution
Date occurring in [________] 20[__], (xii) with respect to Component X-A-5-2,
and Component X-D-4, the Distribution Date in [________] 20[__] and (xiii) with
respect to Component X-A-5-3, Component X-A-M, Component X-A-J, Component X-B,
Component X-C and Component X-D-5, the Distribution Date in [________] 20[__].

        "Class XP Components" shall mean each of Component X-A-1-2, Component
X-A-1-3, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component
X-A-2-4, Component X-A-2-5, Component X-A-2-6, Component X-A-2-7, Component
X-A-3, Component X-A-4-1, Component X-A-4-2-1, Component X-A-4-2-2, Component
X-A-AB-1, Component X-A-AB-2, Component X-A-AB-3, Component X-A-5-1, Component
X-A-5-2, Component X-A-5-3, Component X-A-M, Component X-A-J, Component X-B,
Component X-C, Component X-D-1, Component X-D-2, Component X-D-3, Component
X-D-4, Component X-D-5, Component X-E-1, Component X-E-2, Component X-F-1,
Component X-F-2, Component X-G-1, Component X-G-2, Component X-H-1, Component
X-H-2, Component X-H-3, Component X-J, Component X-K-1, Component X-K-2 and
Component X-L.

        "Class XP Notional Amount" shall mean, as of any date of determination,
the sum of the then Component Notional Amounts of the Class XP Components for
which the Class XP Component Crossover Date has not passed.

        "Class XP Reference Rate" shall mean, for any Distribution Date, the
rate per annum corresponding to such Distribution Date on Schedule IV.

        "Class XP Strip Rate" shall mean, with respect to each of the Class XP
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Class XP Component
Crossover Date, (x) the lesser of (I) the Weighted Average Net Mortgage Rate for
such Distribution Date and (II) the Class XP Reference Rate for such
Distribution Date minus (y) the Pass-Through Rate for the Corresponding
Certificates (provided that in no event shall any Class XP Strip Rate be less
than zero) and (ii) for any Distribution Date occurring after the related Class
XP Component Crossover Date, 0% per annum.

        "Clearstream" shall mean Clearstream Banking, Societe Anonyme or any
successor.

        "Closing Date" shall mean [__________], 200[_].

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

        "CMSA Advance Recovery Report" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Advance Recoverability 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.

        "CMSA Bond Level File" shall mean the monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Bond Level File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

        "CMSA Collateral Summary File" shall mean the report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

        "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Comparative Financial Status Report" available as
of the Closing Date on the CMSA Website, or such other form for the presentation
of such information as may from time to time be approved 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 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" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "CMSA Delinquent Loan Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be approved by the CMSA for commercial mortgage securities transactions
generally.

        "CMSA Financial File" shall mean a report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally. The initial data for this
report shall be provided by each Mortgage Loan Seller; provided that the
delivery of such initial data by either [______] or [____] shall satisfy the
delivery requirements for both [_______] and [_____].

        "CMSA Historical Liquidation Report" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Historical Liquidation Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be approved
by the CMSA for commercial mortgage securities transactions generally.

        "CMSA Historical Loan Modification and Corrected Mortgage Loan Report"
shall mean a report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

        "CMSA Investor Reporting Package" shall mean, collectively:

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

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

        "CMSA Loan Level Reserve/LOC Report" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Loan Level Reserve/LOC 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.

        "CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Periodic Update File" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be approved by the CMSA for commercial mortgage securities transactions
generally. The initial data for this report shall be provided by each Mortgage
Loan Seller; provided that the delivery of such initial data by either
[__________] or [_____] shall satisfy the delivery requirements for both
[________] and [_____]. Each CMSA Loan Periodic Update File prepared by the
Master Servicer shall, if applicable, be accompanied by a Monthly Additional
Report on Recoveries and Reimbursements and all references herein to "CMSA Loan
Periodic Update File" shall be construed accordingly.

        "CMSA Loan Setup File" shall mean the report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

        "CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced Loans, and by the
Special Servicer with respect to Specially Serviced Loans and REO Loans, which
report shall be substantially in the form of, and contain the information called
for in, the downloadable form of the "NOI Adjustment Worksheet" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.

        "CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Operating Statement Analysis Report" available as
of the Closing Date on the CMSA Website or in such other form for the
presentation of such information and containing such additional information as
may from time to time be approved by the CMSA for commercial mortgage-backed
securities transactions generally.

        "CMSA Property File" shall mean a report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Property File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

        "CMSA Reconciliation of Funds Report" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "CMSA Reconciliation of Funds 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.

        "CMSA REO Status Report" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"REO Status Report" available as of the Closing Date on the CMSA Website, or in
such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

        "CMSA Servicer Watch List" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Servicer Watch List" available as of the Closing Date on the CMSA Website, or
in 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.

        "CMSA Special Servicer Loan File" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Special Servicer Loan File" available as of the Closing Date on the CMSA
Website, or 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.

        "CMSA Total Loan Report" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"CMSA Total Loan Report" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

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

        "Co-Lender Agreement" shall have the meaning assigned thereto in the
Preliminary Statement.

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

        "Collection Period" shall mean, with respect to any Distribution Date or
Master Servicer Remittance Date, the period commencing on the day immediately
following the Determination Date in the calendar month preceding the month in
which such Distribution Date or Master Servicer Remittance Date, as the case may
be, occurs (or, in the case of each of the initial Distribution Date and the
initial Master Servicer Remittance Date, commencing immediately following the
Cut-off Date) and ending on and including the Determination Date in the calendar
month in which such Distribution Date or Master Servicer Remittance Date, as the
case may be, occurs.

        "Commission" shall mean the Securities and Exchange Commission or any
successor agency.

        "Companion Loan" shall have the meaning assigned thereto in the
Preliminary Statement.

        "Companion Loan Noteholder" shall mean, with respect to any Loan Group,
the Holder of the Mortgage Note for the related Companion Loan.

        "Companion Loan Securities" means the securities issued in connection
with the inclusion of a Pari Passu Companion Loan into a trust as part of a
securitization of one or more mortgage loans.

        "Components" shall mean each of Component X-A-1-1, Component X-A-1-2,
Component X-A-1-3, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3,
Component X-A-2-4, Component X-A-2-5, Component X-A-2-6, Component X-A-2-7,
Component X-A-3, Component X-A-4-1, Component X-A-4-2-1, Component X-A-4-2-2,
Component X-A-AB-1, Component X-A-AB-2, Component X-A-AB-3, Component X-A-5-1,
Component X-A-5-2, Component X-A-5-3, Component X-A-M, Component X-A-J,
Component X-B, Component X-C, Component X-D-1, Component X-D-2, Component X-D-3,
Component X-D-4, Component X-D-5, Component X-E-1, Component X-E-2, Component
X-F-1, Component X-F-2, Component X-G-1, Component X-G-2, Component X-H-1,
Component X-H-2, Component X-H-3, Component X-J, Component X-K-1, Component
X-K-2, Component X-L, Component X-M, Component X-N, Component X-O and Component
X-P.

        "Component X-A-1-1" shall mean one of [__] components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LA-1-1 Interest.

        "Component X-A-1-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-2 Interest.

        "Component X-A-1-3" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-1-3 Interest.

        "Component X-A-2-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-1 Interest.

        "Component X-A-2-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-2 Interest.

        "Component X-A-2-3" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-3 Interest.

        "Component X-A-2-4" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-4 Interest.

        "Component X-A-2-5" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-5 Interest.

        "Component X-A-2-6" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-6 Interest.

        "Component X-A-2-7" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-2-7 Interest.

        "Component X-A-3" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-3 Interest.

        "Component X-A-4-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-4-1 Interest.

        "Component X-A-4-2-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-4-2-1
Interest.

        "Component X-A-4-2-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-4-2-2
Interest.

         "Component X-A-AB-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-AB-1 Interest.

        "Component X-A-AB-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-AB-2 Interest.

        "Component X-A-AB-3" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-AB-3 Interest.

        "Component X-A-5-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-A-5-1
Interest.

        "Component X-A-5-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-A-5-2
Interest.

        "Component X-A-5-3" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-A-5-3
Interest.

        "Component X-A-M" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-A-M Interest.

         "Component X-A-J" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LA-J Interest.

        "Component X-B" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LB Interest.

        "Component X-C" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LC Interest.

        "Component X-D-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-1 Interest.

        "Component X-D-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-2 Interest.

        "Component X-D-3" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-3 Interest.

        "Component X-D-4" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-4 Interest.

        "Component X-D-5" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LD-5 Interest.

        "Component X-E-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LE-1 Interest.

        "Component X-E-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LE-2 Interest.

        "Component X-F-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LF-1 Interest.

        "Component X-F-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LF-2 Interest.

        "Component X-G-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LG-1 Interest.

        "Component X-G-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LG-2 Interest.

        "Component X-H-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LH-1 Interest.

        "Component X-H-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LH-2 Interest.

        "Component X-H-3" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LH-3 Interest.

         "Component X-J" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LJ Interest.

        "Component X-K-1" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LK-1 Interest.

        "Component X-K-2" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LK-2 Interest.

        "Component X-L" shall mean one of [__] components of the Class XC
Certificates and one of the [__] components of the Class XP Certificates having
a Component Notional Amount which, as of any date of determination, is equal to
the then current Uncertificated Principal Balance of the Class LL Interest.

        "Component X-M" shall mean one of [__] components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LM Interest.

        "Component X-N" shall mean one of [__] components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LN Interest.

        "Component X-O" shall mean one of [__] components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LO Interest.

        "Component X-P" shall mean one of [__] components of the Class XC
Certificates having a Component Notional Amount which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
the Class LP Interest.

        "Component Notional Amount" shall mean with respect to each Component
and any date of determination, an amount equal to the then current
Uncertificated Principal Balance of its Corresponding Uncertificated Lower-Tier
Interest.

        "Condemnation Proceeds" shall mean all cash amounts Received in
connection with the taking of all or a part of a Mortgaged Property or REO
Property by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be,
and the terms of the related Mortgage.

        "Control Appraisal Event" shall exist with respect to any Tier 1 Loan
Group, if and for so long as:

               (a) (1) the initial balance of the related Companion Loan, minus
        (2) the sum of (x) any principal payments, allocated to, and received
        on, the related Subordinate Companion Loan, (y) any Appraisal Reduction
        Amounts allocated to such Companion Loan, and (without duplication) (z)
        Realized Losses allocated to such Companion Loan,

        is less than

               (b) 25% of the initial balance of such Companion Loan.

        "Controlling Class" shall mean the Class of Certificates (other than the
Residual Interest Certificates) with the latest alphabetical Class designation
that has a then-aggregate Class Principal Balance that is not less than 25% of
the Original Class Principal Balance of such Class; provided that if no Class of
Principal Balance Certificates has, as of such date of determination, a Class
Principal Balance that meets the requirements above, then the Controlling Class
shall be the then outstanding Class of Principal Balance Certificates bearing
the latest alphabetic Class designation that has a Class Principal Balance
greater than zero; and provided, further, that, for purposes of determining the
Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-4-1, Class
A-4-2, Class A-AB and Class A-5 Certificates shall be deemed a single Class of
Certificates. As of the Closing Date, the Controlling Class will be the Class P
Certificates. If the Controlling Class consists of Book-Entry Certificates, then
the rights of the Holders of the Controlling Class set forth in this Agreement
may be exercised directly by the relevant Certificate Owners, provided that the
identity of such Certificate Owners has been confirmed to the Trustee to its
reasonable satisfaction.

        "Controlling Class Certificateholder" shall mean any Holder of a
Certificate of the Controlling Class.

        "Controlling Class Directing Holder" shall mean the Holder or Holders of
greater than 50% of the Voting Rights assigned to the Controlling Class;
provided that no Holder of Voting Rights allocated to the Controlling Class may
exercise any rights of such Class with respect to any Loan as to which such
Holder is a Mortgagor Affiliate Holder.

        "Corporate Trust Office" shall mean the principal corporate trust office
of the Trustee at which at any particular time its asset-backed securities trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at [______________],
Attention: Global Securities and Trust Services Group - Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust Series 200[_]-[___].

        "Corrected Loan" shall mean any Mortgage Loan that had been a Specially
Serviced Loan but has ceased to be such in accordance with the definition of
"Specially Serviced Loan" (other than by reason of a Liquidation Event occurring
in respect of such Loan or the related Mortgaged Property's becoming an REO
Property).

        "Corresponding Certificate" shall have the meaning assigned thereto in
the Preliminary Statement with respect to any Corresponding Component or any
Corresponding Uncertificated Lower-Tier Interest.

        "Corresponding Component" shall have the meaning assigned thereto in the
Preliminary Statement with respect to any Corresponding Certificate or any
Corresponding Uncertificated Lower-Tier Interest.

        "Corresponding Uncertificated Lower-Tier Interest" shall have the
meaning assigned thereto in the Preliminary Statement with respect to any
Corresponding Certificate or any Corresponding Component.

        "Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgaged Loans. The Mortgage Loans secured by the
following Mortgaged Properties are Cross-Collateralized Groups: (i)
[_______________] and [_______________] and (ii) [_______________] and
[_______________].

        "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan that
is cross-defaulted and cross-collateralized with any other Mortgage Loan.

        "Cross-Over Date" shall mean the Distribution Date on which (i) the
Class A-1, Class A-2, Class A-3, Class A-4-1, Class A-4-2, Class A-AB and Class
A-5 Certificates, or any two or more of such Classes, remain outstanding and
(ii) the aggregate of the Class Principal Balances of the 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 O and Class P Certificates are reduced to zero
as a result of the allocation of Realized Losses and Additional Trust Fund
Expenses pursuant to Section 4.04(a).

        "Custodial Account" shall mean either of the Pool Custodial Account or
any Loan Group Custodial Account.

        "Custodian" shall mean 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, the Mortgage Loan Sellers or an
Affiliate of the Depositor or the Mortgage Loan Sellers. If no such custodian
has been appointed, or if such custodian has been so appointed but the Trustee
shall have terminated such appointment, then the Trustee shall be the Custodian.

        "Cut-off Date" shall mean (i) with respect to each Mortgage Loan that
pays on a Due Date in [__________] 200[_], its Due Date in [__________] 200[_]
and (ii) with respect to any other Mortgage Loan, [__________], 200[_].

        "Cut-off Date Balance" shall mean, with respect to any Loan, the
outstanding principal balance of such Loan as of the Cut-off Date, net of all
unpaid payments of principal due in respect thereof on or before such date.

        "Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, to the Trust in
respect of any Loan or any successor REO Loan with respect thereto.

        "Default Interest" shall mean, with respect to any Serviced Loan or any
successor REO Loan with respect thereto, any amounts Received thereon (other
than late payment charges, Prepayment Premiums or Yield Maintenance Charges)
that represent penalty interest (arising out of a default) in excess of interest
accrued on the principal balance of such Loan (or successor REO Loan), at the
related Mortgage Rate.

        "Defaulting Party" shall have the meaning assigned thereto in Section
7.01(b).

        "Defeasance Certificate" shall have the meaning assigned thereto in
Section 3.21(k).

        "Defeasance Collateral" shall mean, with respect to any Defeasance Loan,
the Government Securities required or permitted to be pledged in lieu of
prepayment pursuant to the terms thereof in order to obtain a release of the
related Mortgaged Property.

        "Defeasance Deposit Account" shall have the meaning assigned thereto in
Section 3.04(a).

        "Defeasance Loan" shall mean any Loan that permits the related Mortgagor
to pledge Defeasance Collateral to the holder of such loan in lieu of
prepayment.

        "Definitive Certificate" shall have the meaning assigned thereto in
Section 5.03(a).

        "Definitive Non-Registered Certificate" shall mean any Non-Registered
Certificate that has been issued as a Definitive Certificate.

        "Depositor" shall mean Greenwich Capital Commercial Funding Corp, and
any successor in interest.

        "Depository" shall mean The Depository Trust Company or any successor
Depository hereafter named as contemplated by Section 5.03(c). 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" shall mean a broker, dealer, bank or other
financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

        "Determination Date" shall mean the sixth calendar day of each month
(or, if such sixth day is not a Business Day, the Business Day immediately
following such sixth day), commencing in [__________] 200[_].

        "Directing Holder" shall mean with respect to any Serviced Loan Group,
the person or persons selected by the related Loan Group Directing Holder, and
with respect to any other Mortgage Loan, the person selected by the Controlling
Class Directing Holder; provided, however, that (i) absent such selection, or
(ii) until a Directing Holder is so selected or (iii) upon receipt of a notice
from the Controlling Class Directing Holder or Loan Group Directing Holder, as
applicable, that a Directing Holder is no longer designated, the Directing
Holder will be the Loan Group Directing Holder or the Controlling Class
Directing Holder, as applicable; provided, further, that, in the case of a
Directing Holder selected by the Controlling Class Directing Holder, in order
for the Trustee to certify the status of such Directing Holder, the Directing
Holder must provide notice and certification to the Trustee as to its status as
Directing Holder (including the address and telecopy number of such Directing
Holder), and the Trustee shall provide written notice to the Controlling Class
Certificateholders, the Special Servicer and the Master Servicer as to the
designation of such Directing Holder (including the address and telecopy number
of such Directing Holder). No Mortgagor Affiliate Holder may be a Directing
Holder. The Trustee acknowledges and agrees that with respect to each Loan Group
the Person set forth on Schedule V shall be designated as the initial Directing
Holder with respect to the related Loan Group, and that no further notice of
such selection is required. In the event that a Controlling Class Directing
Holder or Loan Group Directing Holder appoints a third party (including any
affiliate) to act as Directing Holder, none of the parties to this Agreement
shall be obligated to recognize such appointment unless such Controlling Class
Directing Holder or Loan Group Directing Holder shall have delivered to each
party to this Agreement a certification regarding such appointment. Any Loan
Group Directing Holder that is a Directing Holder may, in its capacity as
Directing Holder, only control, direct, prohibit or be consulted with respect to
the enforcement of the related Mortgage or the servicing and administration of
the related Loan Group to the extent set forth in this Agreement. The Directing
Holder shall be required to keep all non-public information received by it in
such capacity pursuant to this Agreement confidential and, upon its designation
as such, shall deliver to the Trustee a confirmation to such effect. Other than
as set forth on Schedule V, the initial Directing Holder shall be
[_____________________].

        "Directly Operate" shall mean, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale or lease, the performance of any construction work thereon or any use of
such REO Property in a trade or business conducted by the Lower-Tier REMIC,
other than through an Independent Contractor; provided, however, that the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of the Trustee)
shall not be considered to Directly Operate an REO Property solely because the
Trustee (or the Special Servicer or any Sub-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.

        "Discount Rate" shall mean, with respect to any prepaid Mortgage Loan or
REO Mortgage Loan, for purposes of allocating any Prepayment Premium or Yield
Maintenance Charge Received with respect thereto among the Class A-1, Class A-2,
Class A-3, Class A-4-1, Class A-4-2, Class A-AB, Class A-5, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates, a rate equal to the yield (when compounded monthly) on the U.S.
Treasury issue (primary issue) with a maturity date closest to the maturity
date, as published in Federal Reserve Statistical Release H.15 (519) published
by the Federal Reserve Board; provided that if there are two such U.S. Treasury
issues (a) with the same coupon, the issue with the lower yield shall apply, and
(b) with maturity dates equally close to the maturity date for such prepaid
Mortgage Loan or REO Mortgage Loan, the issue with the earliest maturity date
shall apply.

        "Disqualified Non-United States Tax Person" shall mean, with respect to
any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury Regulations Section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury Regulations Section
1.860E-1(c)(4)(ii), as a Holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.

        "Disqualified Organization" shall mean any of the following: (i) the
United States, any State or any political subdivision thereof, any foreign
government, international organization, or any agency or instrumentality of any
of the foregoing; (ii) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) that is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural electric and
telephone cooperatives described in Section 1381 of the Code; or (iv) any other
Person so designated by the Trustee or the Tax Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Interest Certificate by such Person may cause the Trust Fund 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 Interest 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.

        "Disqualified Partnership" shall mean any domestic entity classified as
a partnership under the Code if any of its beneficial owners are Disqualified
Non-United States Tax Persons.

        "Distributable Certificate Interest" shall mean, with respect to any
Class of Regular Interest Certificates for any Distribution Date, subject to
Section 4.05(b), an amount of interest equal to the amount of Accrued
Certificate Interest in respect of such Class of Certificates for the related
Interest Accrual Period, reduced (to not less than zero) by that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution
Date allocated to such Class of Certificates as provided below. The Net
Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date
shall be allocated among the respective Classes of Regular Interest Certificates
on a pro rata basis in accordance with, the respective amounts of Accrued
Certificate Interest for each such Class of Certificates for the related
Interest Accrual Period.

        "Distribution Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "[____________________], as Trustee, in trust for the registered
holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
200[_]-[___], Commercial Mortgage Pass-Through Certificates, Series
200[_]-[___]" which account shall be deemed to consist of, collectively, the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account and the
Interest Reserve Account.

        "Distribution Date" shall mean the date each month, commencing in
[___________] 200[_], on which, among other things, the Trustee is to make
distributions on the Certificates, which date shall be the tenth day of the
month, or if such tenth day is not a Business Day, then the Business Day
immediately following such tenth day, provided that the Distribution Date will
be at least four Business Days following the related Determination Date.

        "Distribution Date Statement" shall have the meaning assigned thereto in
Section 4.02(a).

        "Document Defect" shall have the meaning assigned thereto in Section
2.03(a).

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

        "EDGAR" shall mean the Commission's Electronic Data Gathering, Analysis
and Retrieval system.

        "Eligible Account" shall mean any of: (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least
"Aa3" by Moody's and at least "AA-" (or, if such depository institution or trust
company has short-term unsecured debt obligations rated at least "A-1" by S&P,
at least "A+") by S&P (or, in the case of any Rating Agency, such lower rating
as will not result in an Adverse Rating Event with respect to any Class of
Certificates or Companion Loan Securities, as evidenced in writing by such
Rating Agency) at any time such funds are on deposit therein (if such funds are
to be held for more than 30 days), or the short-term deposits of which are rated
at least "P-1" by Moody's and at least "A-1" by S&P (or, in the case of any
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to any Class of Certificates or Companion Loan Securities, as
evidenced in writing by such Rating Agency) at any time such funds are on
deposit therein (if such funds are to be held for 30 days or less); or (ii) a
segregated trust account maintained with the trust department of a federal or
state chartered depository institution or trust company acting in its fiduciary
capacity (which may be the Trustee), is subject to supervision or examination by
federal or state authority and, in the case of a state chartered depository
institution or trust company, is subject to regulations regarding fiduciary
funds on deposit therein substantially similar to 12 CFR ss. 9.10(b); or (iii)
any other account, the use of which would not, in and of itself, cause an
Adverse Rating Event with respect to any Class of Certificates or Companion Loan
Securities, as evidenced in writing by each Rating Agency.

        "Environmental Assessment" shall mean a "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Fannie Mae Multifamily
Guide and the ASTM Standard for Environmental Site Assessments, each as amended
from time to time.

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

        "Environmentally Insured Mortgage Loans" shall mean the Mortgage Loans
identified on Schedule III hereto.

        "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

        "Escrow Payment" shall mean 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 rents
(if applicable) and other items for which an escrow has been created in respect
of the related Mortgaged Property.

        "Euroclear" shall mean Euroclear Bank as operator of the Euroclear
System or any successor.

        "Event of Default" shall have the meaning assigned thereto in Section
7.01(a).

        "Excess Liquidation Proceeds" shall mean the excess, if any, of (a) the
Net Liquidation Proceeds from the sale or liquidation of a Specially Serviced
Loan or REO Property, net of (i) interest on any related Advances, (ii) any
related Servicing Advances and (iii) any Liquidation Fee payable from such Net
Liquidation Proceeds, over (b) the amount needed to pay off the Mortgage Loan or
related REO Loan in full and reimburse the Trust for any prior Additional Trust
Fund Expenses related to such Loan.

        "Excess Liquidation Proceeds Account" shall mean the segregated account
created and maintained by the Trustee pursuant to Section 3.04(d) in trust for
the Certificateholders, which shall be entitled "[____________________], as
Trustee, in trust for the registered Holders of Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage
Pass-Through Certificates, Series 200[_]-[___]."

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

        "Exemption-Favored Party" shall mean any of (i) Greenwich Capital
Markets, (ii) any Person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with
Greenwich Capital Markets and (iii) any member of any underwriting syndicate or
selling group of which any Person described in clauses (i), (ii) or (iii) is a
manager or co-manager with respect to a Class of Investment Grade Certificates.

        "Fannie Mae" shall mean the Federal National Mortgage Association or any
successor.

        "FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.

        "FHLMC" shall mean the Federal Home Loan Mortgage Corporation or any
successor.

        "Final Distribution Date" shall mean the Distribution Date on which the
final distribution is to be made with respect to the Certificates in connection
with a termination of the Trust Fund pursuant to Article IX.

        "Final Recovery Determination" shall mean a determination by the Special
Servicer with respect to any Specially Serviced Loan or REO Property that there
has been a recovery of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that the Special Servicer
has determined, in accordance with the Servicing Standard, will be ultimately
recoverable (or in the case of the Non-Serviced Loan Groups, a "Final Recovery
Determination" as defined in the applicable Lead PSA with respect to such loan);
provided that the term Final Recovery Determination shall not apply to: (i) a
Loan that was paid in full; or (ii) a Loan or REO Property, as the case may be,
that was purchased by (A) the applicable Mortgage Loan Seller pursuant to
Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement, (B) a
Purchase Option Holder or its assignee pursuant to Section 3.19, (C) the
Depositor, the Mortgage Loan Sellers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, (D) the
holder of a related mezzanine loan in connection with a Loan default, as set
forth in the related intercreditor agreement or (E) in the case of the Loan
Group Trust Mortgage Loans, the related Companion Loan Noteholder or their
designees pursuant to the related Co-Lender Agreement.

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

        "FV Bid" shall have the meaning assigned thereto in Section 3.19(c).

        "FV Price" shall have the meaning assigned thereto in Section 3.19(c).

        "GAAP" shall mean generally accepted accounting principles in the United
States of America.

        "Global Certificate" shall mean, with respect to any Class of Book-Entry
Non-Registered Certificates, either the related Rule 144A Global Certificate or
the Regulation S Global Certificate.

        "Global Opinion" shall have the meaning assigned thereto in Section
12.12.

        "Government Securities" shall mean "Government Securities" as defined in
Section 2(a)(16) of the Investment Company Act of 1940, excluding any such
securities that are not acceptable to any Rating Agency as Defeasance
Collateral.

        "Greenwich Capital Markets" shall mean Greenwich Capital Markets, Inc.
or its successor in interest.

        "Ground Lease" shall mean, with respect to any Mortgage Loan for which
the related Mortgagor has a leasehold interest in the related Mortgaged
Property, the lease agreement(s) (including any lease agreement with respect to
a master space lease) creating such leasehold interest.

        "Hazardous Materials" shall mean 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 now existing or hereafter enacted,
and specifically including asbestos and asbestos-containing materials,
polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea
formaldehyde and any substance classified as being "in inventory," "usable work
in process" or similar classification which would, if classified as unusable, be
included in the foregoing definition.

        "Holder" shall mean, with respect to a Certificate, a Certificateholder
and, with respect to any Uncertificated Lower-Tier Interest, the Trust.

        "HUD-Approved Servicer" shall mean a servicer that is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to Sections
203 and 211 of the National Housing Act.

        "Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any
Controlling Class Certificateholder, and with respect to matters relating to a
particular Loan Group any Companion Loan Noteholder, and any and all Affiliates
thereof, (ii) does not have any direct financial interest in or any material
indirect financial interest in any of the Depositor, the Mortgage Loan Sellers,
the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, and with respect to matters relating to a particular Loan
Group any Companion Loan Noteholder, or any Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master Servicer,
the Special Servicer, any Controlling Class Certificateholder, and with respect
to matters relating to a particular Loan Group any Companion Loan Noteholder, or
any Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor, the Mortgage
Loan Sellers, the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, any Companion Loan Noteholder, or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, such Controlling Class Certificateholder, such
Companion Loan Noteholder or any Affiliate thereof, as the case may be, provided
that such ownership constitutes less than 1% of the total assets owned by such
Person.

        "Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject Mortgaged Property is located
certifies or licenses appraisers, is certified or licensed in such state, and
(iii) has a minimum of five years experience in the subject property type and
market.

        "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to the Lower-Tier REMIC within the meaning
of Section 856(d)(3) of the Code if the Lower-Tier REMIC was 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
percent 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 Master Servicer, the Special Servicer, the Trustee or the
Trust Fund, delivered to the Trustee (and, if any of the Loan Groups are
affected, to the Companion Loan Noteholder), provided that (i) such REMIC Pool
does not receive or derive any income from such Person and (ii) the relationship
between such Person and such REMIC Pool is at arm's length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any other Person
upon receipt by the Trustee (and, if any of the Loan Groups are affected, by the
related Companion Loan Noteholder) of an Opinion of Counsel, which shall be at
no expense to the Master Servicer, the Special Servicer, the Trustee 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 for purposes of Section 860D(a) of the
Code, or cause any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property, due to such Person's failure to be treated
as an Independent Contractor.

        "Initial Bidder" shall have the meaning assigned thereto in Section
3.19(c).

        "Initial Trust Balance" shall be as set forth in the Preliminary
Statement hereto and shall equal the aggregate Cut-off Date Balances of the
Mortgage Loans.

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

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

        "Insurance Proceeds" shall mean the proceeds paid under any Insurance
Policy, to the extent such proceeds are not applied to the restoration of the
related Mortgaged Property, released to the Mortgagor, or any tenants or ground
lessors, as the case may be, pursuant to the terms of the related Mortgage or
lease, in accordance with the Servicing Standard.

        "Insured Environmental Event" shall have the meaning assigned thereto in
Section 3.07(d).

        "Interest Accrual Basis" shall mean the basis on which interest accrues
in respect of any Loan, any Uncertificated Lower-Tier Interests or any Class of
Regular Interest Certificates, in each case consisting of one of the following:
(i) a 360-day year consisting of twelve 30-day months; (ii) actual number of
days elapsed in a 360-day year; (iii) actual number of days elapsed in a 365-day
year; or (iv) actual number of days elapsed in an actual calendar year (taking
account of leap year).

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

        "Interest Reserve Account" shall mean the sub-account of the
Distribution Account, which is created and maintained by the Trustee pursuant to
Section 3.04(c) in trust for Certificateholders, which shall be entitled
"[____________________], as Trustee, in trust for the registered holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
200[_]-[___], Commercial Mortgage Pass-Through Certificates, Series
200[_]-[___]."

        "Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any
Distribution Date that occurs in February of any year and for any Distribution
Date that occurs in January of any year that is not a leap year, an amount equal
to one day's interest accrued at the related Mortgage Rate on the related Stated
Principal Balance as of the Due Date in the month in which such Distribution
Date occurs (but prior to the application of any amounts due on such Due Date),
to the extent that a Monthly Payment is Received in respect thereof for such Due
Date as of the related Determination Date or a P&I Advance is made under this
Agreement in respect thereof for such Due Date by such Distribution Date.

        "Interest Reserve Mortgage Loan" shall mean any Mortgage Loan that
accrues interest on an Actual/360 Basis.

        "Interest Reserve REO Mortgage Loan" shall mean any REO Mortgage Loan
that relates to a predecessor Interest Reserve Mortgage Loan.

        "Interested Person" shall mean the Depositor, the Master Servicer, the
Special Servicer, the Trustee, any Certificateholder, or any Affiliate of any
such Person.

        "Investment Account" shall have the meaning assigned thereto in Section
3.06(a).

        "Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate, other than a Residual Interest Certificate, that
is rated in one of the four highest generic rating categories by at least one
Rating Agency.

        "IRS" shall mean the Internal Revenue Service or any successor agency.

        "Late Collections" shall mean: (a) with respect to any Loan, all amounts
Received in connection therewith during any Collection Period, whether as
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late collections of the principal and/or interest
portions of a Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in respect of such Loan due or deemed due on a Due Date in a
previous Collection Period, or on a Due Date coinciding with or preceding the
Cut-off Date, and not previously recovered; and (b) with respect to any REO
Loan, all amounts Received in connection with the related REO Property during
any Collection Period, whether as Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of the principal and/or interest portions of a Monthly Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in respect of the
predecessor Loan, or the principal and/or interest portions of an Assumed
Monthly Payment in respect of such REO Loan, due or deemed due on a Due Date in
a previous Collection Period and not previously recovered.

        "Lead Master Servicer" shall mean each of the 200[_]-[___] Master
Servicer and the 200[_]-[___] Master Servicer.

        "Lead PSA" shall mean each of the 200[_]-[___] PSA and the 200[_]-[___]
PSA.

        "Lead Special Servicer" shall mean each of the 200[_]-[___] Special
Servicer and the 200[_]-[___] Special Servicer.

        "Lead Trustee" shall mean each of the 200[_]-[___] Trustee and the
200[_]-[___] Trustee.

        "Liquidation Event" shall mean: (a) with respect to any Loan, any of the
following events--(i) such Loan is paid in full, (ii) a Final Recovery
Determination is made with respect to such Loan, (iii) such Loan or related Loan
Group Trust Mortgage Loan is repurchased by the applicable Mortgage Loan Seller
pursuant to Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement,
(iv) such Loan is purchased by a Purchase Option Holder or its assignee pursuant
to Section 3.19, (v) such Loan is purchased by the Depositor, the Special
Servicer, a Mortgage Loan Seller, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, (vi) such Loan is purchased by the
holder of a related mezzanine loan on behalf of the related Mortgagor in
connection with a Loan default, as set forth in the related intercreditor
agreement, or (vii) in the case of any of the Loan Group Trust Mortgage Loans,
such Loan Group Trust Mortgage Loan is purchased by any related Companion Loan
Noteholder or its designee pursuant to the related Co-Lender Agreement or the
related Lead PSA; and (b) with respect to any REO Property (and the related REO
Loan), any of the following events--(i) a Final Recovery Determination is made
with respect to such REO Property, or (ii) such REO Property is purchased by the
Depositor, the Special Servicer, a Mortgage Loan Seller, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01.

        "Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not otherwise
covered by Servicing Advances) in connection with the liquidation of any
Specially Serviced Loan or REO Property pursuant to Sections 3.09 or 3.19
(including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

        "Liquidation Fee" shall mean the fee designated as such in, and payable
to the Special Servicer in connection with certain specified events pursuant to
Section 3.11(b).

        "Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.

        "Liquidation Proceeds" shall mean all cash amounts (other than Insurance
Proceeds and REO Revenues) Received in connection with: (i) the full or partial
liquidation of a Mortgaged Property or other collateral constituting security
for a defaulted Loan, through trustee's sale, foreclosure sale, REO Disposition
or otherwise, exclusive of any portion thereof required to be released to the
related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any
deficiency judgment obtained against a Mortgagor; (iii) the purchase of a
Specially Serviced Loan by a Purchase Option Holder or its assignee pursuant to
Section 3.19; (iv) the repurchase of a Mortgage Loan by the applicable Mortgage
Loan Seller(s) pursuant to Section 2.03(a) and the applicable Mortgage Loan
Purchase Agreement(s); (v) the purchase of a Mortgage Loan or REO Property by
the Depositor, a Mortgage Loan Seller, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01; (vi) the
purchase of a Loan by the holder of a related mezzanine loan on behalf of the
related Mortgagor in connection with a Loan default, as set forth in the related
intercreditor agreement; or (vii) in the case of any of the Loan Group Trust
Mortgage Loans, the purchase of such Mortgage Loan by any related Companion Loan
Noteholder or its designee pursuant to the Co-Lender Agreement or the related
Lead PSA.

        "Loan" shall mean any Mortgage Loan or Companion Loan.

        "Loan Group" shall have the meaning assigned thereto in the Preliminary
Statement (and shall include any successor REO Loans).

        "Loan Group Custodial Account" shall mean, with respect to any Serviced
Loan Group, the segregated account or sub-accounts created and maintained by the
Master Servicer pursuant to Section 3.04A on behalf of the Holders of such Loan
Group.

        "Loan Group Directing Holder" with respect to any Loan Group, will be as
follows:

               (a) with respect to the Tier 1 Loan Groups, for so long as (i) a
        Control Appraisal Event does not exist and the holder of more than 50%
        of the principal balance of the related Subordinate Companion Loan is
        not a Mortgagor Affiliate Holder, the holder of such Subordinate
        Companion Loan, or (ii) while a Control Appraisal Event does exist or if
        the holder of more than 50% of the principal balance of the related
        Subordinate Companion Loan is a Mortgagor Affiliate Holder, the
        Controlling Class Directing Holder;

               (b) with respect to the Tier 2 Loan Groups, the Loan Group
        Directing Holder shall be the Controlling Class Directing Holder;

               (c) with respect to the Tier 3 Loan Groups, the Loan Group
        Directing Holder shall be the Controlling Class Directing Holder;

               (d) with respect to the [__________________] and
        [__________________] Loan Groups, the Loan Group Directing Holder shall
        be the Controlling Class Directing Holder;

               (e) with respect to the Loan Group secured by the
        [__________________] Mortgaged Property, the Directing Holder will be
        the controlling class representative under the 200[_]-[___] PSA;

               (f) with respect to the Loan Group secured by the
        [__________________] property, the directing holder will be the
        controlling class representative under the 200[_]-[___] PSA;

               (g) with respect to the [__________________] Loan Group, the Loan
        Group Directing Holder shall be the Majority Lender (as defined in the
        related Intercreditor Agreement); and

               (h) with respect to the [__________________] Loan Group, for so
        long as (i) a Control Appraisal Event does not exist and the holder of
        more than 50% of the principal balance of the [__________________]
        Subordinate Companion Loan is a Mortgagor Affiliate Holder, the holder
        of such Subordinate Companion Loan, or (ii) while a Control Appraisal
        Event does exists or if the holder of more than 50% of the
        [__________________] Subordinate Companion Loan is a Mortgagor Affiliate
        Holder, the Controlling Class Directing Holder.

        For purposes of this definition, in calculating the holders of more than
50% of a Subordinate Companion Loan, the unpaid principal amount of such
Subordinate Companion Loan held by a Mortgagor Affiliate Holder shall be deemed
to be zero, except with respect to determining whether holders of more 50% of
such Subordinate Companion Loan are not Mortgagor Affiliate Holders.

        "Loan Group Mortgaged Property" shall mean any of the properties
securing a Loan Group.

        "Loan Group Noteholders" shall mean, with respect to each Loan Group,
the Trustee, as holder of the Mortgage Note or Mortgage Notes for the related
Loan Group Trust Mortgage Loan and the related Companion Loan Noteholder.

        "Loan Group Remittance Amount" shall mean, with respect to any Master
Servicer Remittance Date and each Serviced Loan Group, an amount equal to: (a)
the aggregate amount of (i) all payments and other collections on or with
respect to the applicable Loan Group and the related Mortgaged Property (if it
becomes an REO Property) that (A) were received as of the close of business on
the immediately preceding Determination Date and (B) are on deposit or are
required to be on deposit in the related Loan Group Custodial Account as of
12:00 noon (New York City time) on such Master Servicer Remittance Date,
including any such payments and other collections transferred to the related
Loan Group Custodial Account from the related Loan Group REO Account (if
established), and (ii) any and all P&I Advances made with respect to the Loan
Group Trust Mortgage Loan(s); net of (b) the portion of the aggregate amount
described in clause (a) of this definition that represents one or more of the
following--(i) Monthly Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any amount payable or reimbursable to any
Person from the related Loan Group Custodial Account pursuant to clauses (ii)
through (xv) of Section 3.05A, and (iii) any amounts deposited in the related
Loan Group Custodial Account in error.

        "Loan Group Remittance Date" shall mean, (i) with respect to each
Serviced Companion Loan that is not an asset of a securitization, the Master
Servicer Remittance Date and (ii) in the case of each other Serviced Companion
Loan that is an asset of a securitization, the earlier of (A) the Master
Servicer Remittance Date and (B) the Business Day prior to the date that is the
equivalent to the "Master Servicer Remittance Date" in such securitization but
in no event earlier than the first Business Day following the Determination
Date.

        "Loan Group REO Account" shall mean, with respect to each Serviced Loan
Group the segregated account or accounts created and maintained by the Special
Servicer pursuant to Section 3.17 on behalf of the Certificateholders and the
related Companion Noteholders, which shall be entitled "[__________________], as
Special Servicer, in trust for [__________________], as Trustee, for the
registered holders of Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through Certificates,
Series 200[_]-[___], and for [NAMES OF COMPANION LOAN NOTEHOLDERS], as their
interests may appear."

        "Loan Group REO Property" shall mean the Loan Group Mortgaged Property,
if such Mortgaged Property becomes an REO Property hereunder.

        "Loan Group Servicing Reports" shall mean, with respect to any Serviced
Loan Group, each of the CMSA Delinquent Loan Status Report, CMSA Historical Loan
Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation
Report, CMSA REO Status Report, Loan Payoff Notification Report, CMSA Loan
Periodic Update File, CMSA Property File, CMSA Loan Level Reserve/LOC Report,
CMSA Financial File, CMSA Loan Setup File, CMSA Servicer Watch List, CMSA
Operating Statement Analysis Report, CMSA NOI Adjustment Worksheet and CMSA
Comparative Financial Status Report.

        "Loan Group Trust Mortgage Loan" shall mean, with respect to any Loan
Group, the portion of such Loan Group that is a Mortgage Loan in the Trust.

        "Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached hereto, and
setting forth for each Serviced Loan as to which written notice of anticipated
payoff has been received by the Master Servicer as of the Determination Date
preceding the delivery of such report, among other things, the mortgage loan
number, the property name, the ending scheduled loan balance for the Collection
Period ending on such Determination Date, the expected date of payment, the
expected related Distribution Date and the estimated amount of the Yield
Maintenance Charge or Prepayment Premium due (if any).

        "Lockout Period" shall mean, with respect to any Loan that prohibits the
Mortgagor from prepaying such loan until a date specified in the related
Mortgage Note or other Loan document, the period from the Closing Date until
such specified date.

        "Loss Reimbursement Amount" shall mean:

               (a) with respect to any Class of Principal Balance Certificates,
        for any Distribution Date, the total amount of all Unfunded Principal
        Balance Reductions, if any, incurred by (but not reimbursed to) the
        Holders of such Class of Certificates on all prior Distribution Dates,
        if any; and

               (b) with respect to any Lower-Tier Regular Interest, for any
        Distribution Date, the total amount of all Unfunded Principal Balance
        Reductions, if any, incurred by (but not reimbursed to) the Lower-Tier
        REMIC with respect to such Lower-Tier Regular Interest on all prior
        Distribution Dates, if any.

        For purposes of this definition: (x) any increase in the Class Principal
Balance of any Class of Principal Balance Certificates pursuant to Section
4.05(a) shall constitute a reimbursement to the Holders of such Class of
Principal Balance Certificates of any related Unfunded Principal Balance
Reductions; and (y) any increase in the Lower-Tier Interest Principal Balance of
any Lower-Tier Regular Interest pursuant to Section 4.05(c) shall constitute a
reimbursement to the Lower-Tier REMIC with respect to any related Unfunded
Principal Balance Reductions relating to such Lower-Tier Regular Interest.

        "Lower-Tier Distribution Account" shall mean the sub-account deemed to
be a part of the Distribution Account and maintained by the Trustee pursuant to
Section 3.04(b).

        "Lower-Tier Distribution Amount" shall mean the aggregate of amounts
distributable to the Uncertificated Lower-Tier Interests pursuant to Section
4.01(h).

        "Lower-Tier Interest Principal Reinstatement Amount" shall have the
meaning assigned thereto pursuant to Section 4.05(c).

        "Lower-Tier REMIC" shall mean the segregated pool of assets constituting
the primary trust created hereby and to be administered hereunder with respect
to which a separate REMIC election is to be made, and consisting of: (i) the
Mortgage Loans as from time to time are subject to this Agreement and all
payments under and proceeds of such Mortgage Loans received by the Trust after
the Closing Date, together with all documents included in the related Mortgage
Files; (ii) any REO Properties as from time to time are subject to this
Agreement and all income and proceeds therefrom (to the extent not allocable to
a Companion Loan) and a beneficial interest in the applicable portion of any
"REO Property" under the Lead PSA for the Non-Serviced Trust Loans; and (iii)
such funds or assets as from time to time are deposited in the Pool Custodial
Account, each Loan Group Custodial Account (to the extent not related to the
Companion Loans), the Lower-Tier Distribution Account and, if established, the
Pool REO Account and each Loan Group REO Account (to the extent not related to
the Companion Loans).

        "Master Servicer" shall mean [__________________], in its capacity as
master servicer hereunder, or any successor master servicer appointed as herein
provided.

        "Master Servicer Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date, an amount equal to: (a) the aggregate amount of
all payments and other collections on or with respect to the Serviced Loans and
the Non-Serviced Trust Loans and any related REO Properties (including with
respect to the Non-Serviced Trust Loans, all payments remitted by the applicable
Lead Master Servicer) that (A) were Received as of the close of business on the
immediately preceding Determination Date (or in the case of the Non-Serviced
Trust Loans, as of 12:00 noon (New York City time) on the Master Servicer
Remittance Date and (B) are on deposit or are required to be on deposit in the
Pool Custodial Account as of 12:00 noon (New York City time) on such Master
Servicer Remittance Date, including any such payments and other collections
transferred to the Pool Custodial Account from the Pool REO Account (if
established); net of (b) the portion of the aggregate amount described in clause
(a) of this definition that represents one or more of the following--(i) Monthly
Payments that are due on a Due Date following the end of the related Collection
Period, (ii) any amount payable or reimbursable to any Person from the Pool
Custodial Account pursuant to clauses (ii) through (xviii) of Section 3.05(a),
(iii) any Excess Liquidation Proceeds and (iv) any amounts deposited in the Pool
Custodial Account in error.

        "Master Servicer Remittance Date" shall mean the date each month,
commencing in [___________] 200[_], on which, among other things, the Master
Servicer is required to (i) make P&I Advances and (ii) transfer the Master
Servicer Remittance Amount and any Excess Liquidation Proceeds to the Trustee,
which date shall be the Business Day immediately preceding each Distribution
Date.

        "Master Servicing Fee" shall mean, with respect to each Serviced Loan
and the Non-Serviced Trust Loans (and, in each case, any successor REO Loan with
respect thereto), the fee designated as such and payable to the Master Servicer
pursuant to Section 3.11(a). The Master Servicing Fee includes any servicing
fees payable to any third-party servicers that sub-service or primary service
the loans on behalf of the Master Servicer and any Broker Strip Fees payable to
third party Brokers, but does not include any primary servicing fee payable with
respect to a Non-Serviced Trust Loan to the applicable Lead Master Servicer
under the applicable Lead PSA.

        "Master Servicing Fee Rate" shall mean, with respect to each Serviced
Loan and the Non-Serviced Trust Loans and any successor REO Loan, the rate per
annum specified as such on the Mortgage Loan Schedule. With respect to each Loan
Group, the Master Servicing Fee Rate for the related Mortgage Loan may be
different than the Master Servicing Fee Rate for the related Companion Loan, as
more particularly set forth on the Mortgage Loan Schedule.

        "Material Breach" shall have the meaning assigned thereto in Section
2.03(a).

        "Material Document Defect" shall have the meaning assigned thereto in
Section 2.03(a).

        "Modified Loan" shall mean any Serviced Loan as to which any Servicing
Transfer Event has occurred and which has been modified by the Special Servicer
pursuant to Section 3.21 in a manner that:

               (a) affects the amount or timing of any payment of principal or
        interest due thereon (other than, or in addition to, bringing Monthly
        Payments current with respect to such Loan);

               (b) except as expressly contemplated by the related Loan
        documents, results in a release of the lien of the related Mortgage on
        any material portion of the related Mortgaged Property without a
        corresponding Principal Prepayment in an amount, or the delivery of
        substitute real property collateral with a fair market value (as is),
        that is not less than the fair market value (as is) of the property to
        be released, as determined by an appraisal delivered to the Special
        Servicer (at the expense of the related Mortgagor and upon which the
        Special Servicer may conclusively rely); or

               (c) in the reasonable, good faith judgment of the Special
        Servicer, otherwise materially impairs the security for such Loan or
        materially reduces the likelihood of timely payment of amounts due
        thereon.

        "Monthly Payment" shall mean, with respect to any Loan, as of any Due
Date, the scheduled monthly debt service payment on such Loan that is actually
payable by the related Mortgagor from time to time under the terms of the
related Mortgage Note (as such terms may be changed or modified in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or by
reason of a modification, extension, waiver or amendment granted or agreed to by
the Special Servicer pursuant to Section 3.21), including any Balloon Payment
payable in respect of such Loan on such Due Date; provided that the Monthly
Payment due in respect of any Loan shall not include Default Interest.

        "Moody's" shall mean Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee, the Master
Servicer and the Special Servicer, and specific ratings of Moody's Investors
Service, Inc. herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.

        "Mortgage" shall mean, with respect to any Loan, the mortgage, deed of
trust, deed to secure debt or similar instrument that secures the related
Mortgage Note and creates a lien on the related Mortgaged Property.

        "Mortgage File" shall mean:

               (a) with respect to any Mortgage Loan and, in the case of any
        Loan Group, any Companion Loan, the following documents collectively
        (which, in the case of a Loan Group, except for the Mortgage Note
        referred to in clause (i) and clause (vi) of this definition, relates to
        an entire Loan Group):

                         (i) (A) the original executed Mortgage Note for such
               Mortgage Loan, endorsed (without recourse, representation or
               warranty, express or implied) to the order of
               "[__________________], as trustee for the registered holders of
               Greenwich Capital Commercial Funding Corp., Commercial Mortgage
               Trust 200[_]-[___], Commercial Mortgage Pass-Through
               Certificates, Series 200[_]-[___]" or in blank, and further
               showing a complete, unbroken chain of endorsement from the
               originator or, in the case of the [__________________] Mortgage
               Loan, the originators (if such originator is not the Mortgage
               Loan Seller) (or, alternatively, if the original executed
               Mortgage Note has been lost, a lost note affidavit and indemnity
               with a copy of such Mortgage Note), and (B) in the case of a Loan
               Group, a copy of the executed Mortgage Note for the related
               Companion Loan;

                         (ii) an original or copy of the Mortgage, together with
               originals or copies of any and all intervening assignments
               thereof, in each case (unless the particular item has not been
               returned from the applicable recording office) with evidence of
               recording indicated thereon;

                         (iii) an original or copy of any related Assignment of
               Leases (if such item is a document separate from the Mortgage),
               together with originals or copies of any and all intervening
               assignments thereof, in each case (unless the particular item has
               not been returned from the applicable recording office) with
               evidence of recording indicated thereon;

                         (iv) an original executed assignment, in recordable
               form (except for recording information not yet available if the
               instrument being assigned has not been returned from the
               applicable recording office), of (A) the Mortgage and (B) any
               related Assignment of Leases (if such item is a document separate
               from the Mortgage), in favor of "[__________________], in its
               capacity as trustee for the registered holders of Greenwich
               Capital Commercial Funding Corp., Commercial Mortgage Trust
               200[_]-[___], Commercial Mortgage Pass-Through Certificates,
               Series 200[_]-[___]" (or, in each case, a copy thereof, certified
               to be the copy of such assignment submitted for recording);

                         (v) an original or copy of the assignment of all
               unrecorded documents relating to the Mortgage Loan, in favor of
               "[__________________], as trustee for the registered holders of
               Greenwich Capital Commercial Funding Corp., Commercial Mortgage
               Trust 200[_]-[___], Commercial Mortgage Pass-Through
               Certificates, Series 200[_]-[___]";

                         (vi) originals or copies of final written modification
               agreements in those instances where the terms or provisions of
               the Mortgage Note for such Mortgage Loan (or, if applicable,
               either Mortgage Note of a Loan Group) or the related Mortgage
               have been modified as to a monetary term or other material term
               thereof, in each case (unless the particular item has not been
               returned from the applicable recording office) with evidence of
               recording indicated thereon if the instrument being modified is a
               recordable document;

                         (vii) the original or a copy of the policy or
               certificate of lender's title insurance issued in connection with
               such Mortgage Loan (or, if such policy has not been issued, a
               "marked-up" pro forma title policy marked as binding and
               countersigned by the title insurer or its authorized agent, or an
               irrevocable, binding commitment to issue such title insurance
               policy);

                         (viii) filed copies (with evidence of filing) of any
               prior effective UCC Financing Statements in favor of the
               originator of such Mortgage Loan or in favor of any assignee
               prior to the Trustee (but only to the extent the applicable
               Mortgage Loan Seller had possession of such UCC Financing
               Statements prior to the Closing Date) and an original UCC-2 or
               UCC-3 assignment thereof, as appropriate, in form suitable for
               filing, in favor of "[__________________], in its capacity as
               trustee for the registered holders of Greenwich Capital
               Commercial Funding Corp., Commercial Mortgage Trust 200[_]-[___],
               Commercial Mortgage Pass-Through Certificates, Series
               200[_]-[___]";

                         (ix) an original or copy of the related Ground Lease
               relating to such Mortgage Loan, if any;

                         (x) an original or copy of the related loan agreement,
               if any;

                         (xi) an original of the related guaranty of payment
               under, or an original of the letter of credit (which original
               shall be delivered by the Trustee to the Master Servicer with a
               copy retained) in connection with, such Mortgage Loan, if any;

                         (xii) an original or copy of the lock-box agreement or
               cash management agreement relating to such Mortgage Loan, if any;

                         (xiii) an original or copy of the environmental
               indemnity from the related Mortgagor, if any;

                         (xiv) an original or copy of the related security
               agreement (if such item is a document separate from the Mortgage)
               and, if applicable, the originals or copies of any intervening
               assignments thereof;

                         (xv) an original assignment of the related security
               agreement (if such item is a document separate from the Mortgage
               and if such item is not included in the assignment described in
               clause (v)), in favor of "[__________________], in its capacity
               as trustee for the registered holders of Greenwich Capital
               Commercial Funding Corp., Commercial Mortgage Trust 200[_]-[___],
               Commercial Mortgage Pass-Through Certificates, Series
               200[_]-[___]";

                         (xvi) in the case of a Loan Group, a copy of the
               related Co-Lender Agreement;

                         (xvii) in the case of any Loan as to which there exists
               a related mezzanine loan, the original or a copy of the related
               intercreditor agreement;

                         (xviii) an original or copy of any related
               Environmental Insurance Policy; and

                         (xix) with respect to hospitality properties, a signed
               copy of the franchise agreement (if any), franchisor comfort
               letter (if any) and transfer documents for such comfort letter;

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (a)(vi) and (a)(ix) through (a)(xviii) of this definition,
shall be deemed to include such documents only to the extent the Trustee or a
Custodian on its behalf has actual knowledge of their existence; provided,
further, with respect to the Non-Serviced Trust Loans, the preceding delivery
requirements with respect to clause (a)(i) of this definition will be satisfied
by delivery of the original Mortgage Note (and all intervening endorsements) and
with respect to clauses (a)(ii) through (a)(xix) of this definition by delivery
by the applicable Mortgage Loan Seller of copies of the "mortgage file"
delivered under the applicable Lead PSA.

        "Mortgage Loan" shall mean each of the mortgage loans listed on the
Mortgage Loan Schedule and from time to time held in the Trust Fund. As used
herein, the term "Mortgage Loan" includes the related Mortgage Note(s), Mortgage
and other security documents contained in the related Mortgage File or otherwise
held on behalf of the Trust. The term "Mortgage Loan" includes the "Loan Group
Trust Mortgage Loan" portion of each Loan Group, but does not include any
Companion Loans.

        "Mortgage Loan Purchase Agreement" shall mean the Mortgage Loan Purchase
Agreement dated as of [__________], 200[_] and entered into by and between the
Depositor and the applicable Mortgage Loan Seller.

        "Mortgage Loan Schedule" shall mean the list of Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Schedule I (and also delivered to the Trustee and the Master
Servicer in a computer readable format). Such list shall set forth the following
information with respect to each Mortgage Loan:

                         (i) the Mortgage Loan number;

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

                         (iii) the Cut-off Date Balance;

                         (iv) the amount of the Monthly Payment due on the first
               Due Date following the Closing Date;

                         (v) the original Mortgage Rate;

                         (vi) the (A) remaining term to stated maturity and (B)
               Stated Maturity Date;

                         (vii) in the case of a Balloon Mortgage Loan, the
               remaining amortization term;

                       (viii) the Interest Accrual Basis;

                         (ix) the (A) Administrative Cost Rate, and (B) Master
               Servicing Fee Rate (separately identifying any primary servicing
               fee rate or subservicing fee rate included in the Master
               Servicing Fee Rate, and in the case of each Loan Group,
               separately identifying the Master Servicing Fee Rate applicable
               to each Loan in such Loan Group);

                         (x) whether the Mortgage Loan is secured by a Ground
               Lease;

                         (xi) the Mortgage Loan Seller(s);

                         (xii) the originator;

                         (xiii) whether the related Mortgage Loan is a
               Defeasance Loan;

                         (xiv) whether the Mortgage Loan is a
               Cross-Collateralized Mortgage Loan and the Cross-Collateralized
               Group to which it belongs;

                         (xv) whether there is a letter of credit in place for
               the related Mortgage Loan; and

                         (xvi) whether such Mortgage Loan is part of a Serviced
               Loan Group, in which case the information required by clauses
               (iii), (iv), (v), (vi), (vii), (viii) and (ix)(B) shall also be
               set forth for the Companion Loan in such Loan Group.

        "Mortgage Loan Sellers" shall mean each of Greenwich Capital Financial
Products, Inc., [__________________] and [__________________].

        "Mortgage Note" shall mean the original executed note or notes
evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider, addendum or amendment thereto, or any renewal, substitution or
replacement of such note or notes.

        "Mortgage Pool" shall mean all of the Mortgage Loans and any successor
REO Mortgage Loan. The Mortgage Pool does not include any Companion Loan or any
related REO Loan.

        "Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the Distribution
Date Statement), prepared by the Trustee, containing information regarding the
Loans as of the end of the related Collection Period, which report shall contain
substantially the categories of information regarding the Loans set forth on
Annex A to the Prospectus Supplement (calculated, where applicable, on the basis
of the most recent relevant information provided by the Mortgagors to the Master
Servicer or the Special Servicer, as the case may be, and by the Master Servicer
or the Special Servicer, as the case may be, to the Trustee), and which
information shall be presented in tabular format substantially similar to the
format utilized on such annex and shall also include a loan-by-loan listing (in
descending balance order) showing loan number, property type, location, unpaid
principal balance, Mortgage Rate, paid-through date, maturity date, gross
interest portion of the Monthly Payment, principal portion of the Monthly
Payment, and any Prepayment Premium or Yield Maintenance Charge received.

        "Mortgage Rate" shall mean, with respect to each Loan (and any successor
REO Loan with respect thereto), the related annualized rate at which interest is
scheduled (in the absence of a default) to accrue on such Loan from time to time
in accordance with the related Mortgage Note and applicable law, as such rate
may be modified in accordance with Section 3.21 or in connection with a
bankruptcy, insolvency or similar proceeding involving the related Mortgagor.
Notwithstanding the foregoing, if any Mortgage Loan does not accrue interest on
the basis of a 360-day year consisting of twelve 30-day months, then, solely for
purposes of calculating Pass-Through Rates, the Mortgage Rate of such Mortgage
Loan for any one-month period preceding a related Due Date shall 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) in respect of such Mortgage Loan during such one-month
period at the related Mortgage Rate; provided, however, that with respect to any
Interest Reserve Mortgage Loan, the Mortgage Rate for (A) the one month period
preceding the Due Dates that occur in January and February in any year that is
not a leap year or the one month period preceding the Due Date that occurs in
February in any year that is a leap year will be determined exclusive of the
Interest Reserve Amount withheld from that month, and (B) the one month period
preceding the Due Date in March will be determined inclusive of the amounts
withheld from the immediately preceding February and, if applicable, January.

        "Mortgaged Property" shall mean the real property (together with all
improvements and fixtures thereon) subject to the lien of a Mortgage.

        "Mortgagor" shall mean, individually and collectively, as the context
may require, the obligor or obligors under a Loan, including any Person that has
not signed the related Mortgage Note but owns an interest in the related
Mortgaged Property, which interest has been encumbered to secure such Loan.

        "Mortgagor Affiliate Holder" shall mean any Companion Loan Noteholder or
Certificateholder that is a Mortgagor or an Affiliate of the Mortgagor
(including any Companion Loan Noteholder, its Affiliate, a Certificateholder or
its Affiliate, in each case, that was a lender of the Mortgagor and has
foreclosed on the equity interests in the Mortgagor or any Companion Loan
Noteholder or Certificateholder that acquires, directly or through an Affiliate,
a direct equity interest in the Mortgaged Property).

        "Net Aggregate Prepayment Interest Shortfall" shall mean, with respect
to any Distribution Date and any Serviced Loan, the amount, if any, by which (a)
the aggregate of all Prepayment Interest Shortfalls incurred in connection with
the receipt of Principal Prepayments and/or, insofar as they result from the
application of Insurance Proceeds and/or Condemnation Proceeds, other early
recoveries of principal Received on such Mortgage Loans (including Specially
Serviced Loans) during the related Collection Period, exceeds (b) the aggregate
amount deposited by the Master Servicer in the Distribution Account for such
Distribution Date pursuant to Section 3.20(a) in connection with such Prepayment
Interest Shortfalls.

        "Net Default Charges" shall have the meaning assigned thereto in Section
3.27(a).

        "Net Investment Earnings" shall mean, with respect to any Investment
Account for any Collection Period, the amount, if any, by which the aggregate of
all interest and other income realized during such Collection Period on funds
held in such Investment Account (exclusive, in the case of a Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion of such
interest or other income payable to a Mortgagor in accordance with the related
Loan documents and applicable law), exceeds the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of such
funds in accordance with Section 3.06 (exclusive, in the case of a Servicing
Account, a Reserve Account or the Defeasance Deposit Account, of any portion of
such losses that were incurred in connection with investments made for the
benefit of a Mortgagor).

        "Net Investment Loss" shall mean, with respect to any Investment Account
for any Collection Period, the amount by which the aggregate of all losses, if
any, incurred during such Collection Period in connection with the investment of
funds held in such Investment Account in accordance with Section 3.06
(exclusive, in the case of a Servicing Account, a Reserve Account or the
Defeasance Deposit Account, of any portion of such losses that were incurred in
connection with investments made for the benefit of a Mortgagor), exceeds the
aggregate of all interest and other income realized during such Collection
Period on such funds (exclusive, in the case of a Servicing Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such interest or
other income payable to a Mortgagor in accordance with the related Loan
documents and applicable law).

        "Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds received with respect to any Specially Serviced Loan or REO
Property, over the amount of all Liquidation Expenses incurred with respect
thereto.

        "Net Mortgage Rate" shall mean 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,
however, 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 Special Servicer or resulting from a
bankruptcy, insolvency or similar proceeding involving the Mortgagor.

        "Net Prepayment Consideration" shall mean the Prepayment Consideration
Received with respect to any Mortgage Loan or REO Mortgage Loan, net of any
Workout Fee or Liquidation Fee payable therefrom.

        "New Lease" shall mean any lease of REO Property entered into at the
direction of the Special Servicer, including any lease renewed, modified or
extended on behalf of the Trustee and, in the case of any Serviced Loan Group,
the related Companion Loan Noteholder, if the Trust has the right to renegotiate
the terms of such lease.

        "Nonrecoverable Advance" shall mean any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement Amounts shall
constitute a Nonrecoverable Advance only when the Person making such
determination in accordance with the procedures specified in the definition of
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as applicable,
and taking into account factors such as all other outstanding Advances, either
(a) has determined that such Workout-Delayed Reimbursement Amounts, would not
ultimately be recoverable from Late Collections or any other recovery on or in
respect of the related Mortgage Loan or Loan Group or REO Loans, or (b) has
determined that such Workout-Delayed Reimbursement Amount, along with any other
Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the
party that made such Advance) or unreimbursed Nonrecoverable Advances, would not
be ultimately recoverable from the principal portion of future general
collections on the Mortgage Loans and REO Properties. Any determination as to
whether an Advance is or, if made, would be a Nonrecoverable Advance, if made by
the Master Servicer or the Special Servicer shall be made in accordance with the
Servicing Standard and if made by the Trustee shall be made in such party's
reasonable, good faith judgment.

        "Nonrecoverable P&I Advance" shall mean with respect to any Mortgage
Loan, any P&I Advance previously made or proposed to be made in respect of such
Loan or a related REO Loan by the Master Servicer or the Trustee, which P&I
Advance such party or the Special Servicer has determined will not be ultimately
recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds, or any other recovery on or in respect of such Mortgage
Loan, Loan Group or REO Loan, as the case may be. Any determination as to
whether a P&I Advance is or, if made, would be a Nonrecoverable P&I Advance, if
made by the Master Servicer or the Special Servicer shall be made in accordance
with the Servicing Standard and if made by the Trustee shall be made in such
party's reasonable, good faith judgment.

        "Nonrecoverable Servicing Advance" shall mean any Servicing Advance
previously made or proposed to be made in respect of a Loan or REO Property by
the Master Servicer, the Special Servicer, the Trustee, or in the case of the
[__________________] Trust Loan, made by the 200[_]-[___] Master Servicer, the
200[_]-[___] Special Servicer or the 200[_]-[___] Trustee, or in the case of the
[__________________] Trust Loan, made by the 200[_]-[___] Master Servicer, the
200[_]-[___] Special Servicer or the 200[_]-[___] Trustee, which Servicing
Advance such party has determined will not be ultimately recoverable from late
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or
any other recovery on or in respect of such Loan or REO Property, as the case
may be. Any Servicing Advance that is (i) not required to be repaid by the
related Mortgagor under the terms of the related Mortgage Loan documents or (ii)
cannot be collected from the Mortgagor under applicable law shall be deemed to
be a Nonrecoverable Advance for purposes of the Master Servicer's, the Special
Servicer's or the Trustee's entitlement to reimbursement for such Advance. Any
determination as to whether a Servicing Advance is or, if made, would be a
Nonrecoverable Servicing Advance, if made by the Master Servicer or the Special
Servicer shall be made in accordance with the Servicing Standard and if made by
the Trustee shall be made in such party's reasonable, good faith judgment.

        "Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the Class XP, Class XC, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O, Class P, Class R-I and Class R-II Certificates are
Non-Registered Certificates.

        "Non-Serviced Companion Loan" shall mean each of (i) the
[__________________] Pari Passu Companion Loans and, (ii) the
[__________________] Pari Passu Companion Loans.

        "Non-Serviced Loan Group" shall mean, individually or collectively, as
applicable, (i) the [__________________] Loan Group and, (ii) the
[__________________] Loan Group.

        "Non-Serviced Trust Loan" shall mean each of (i) the
[__________________] Trust Loan and, (ii) the [__________________] Trust Loan.

        "Non-United States Tax Person" shall mean any Person other than a United
States Tax Person.

        "Notional Amount" means, as of any date of determination: (i) with
respect to all of the Class XP or Class XC Certificates as a Class, Class XP
Notional Amount or Class XC Notional Amount, as applicable, as of such date of
determination; and (ii) with respect to any Class XP or Class XC Certificate,
the product of the Percentage Interest evidenced by such Certificate and the
Class XP Notional Amount or Class XC Notional Amount, as applicable, as of such
date of determination.

        "Officer's Certificate" shall mean a certificate signed by a Servicing
Officer of the Master Servicer or the Special Servicer, as the case may be or by
a Responsible Officer of the Trustee, and shall mean with respect to any other
Person, a certificate signed by any of the Chairman of the Board, the Vice
Chairman of the Board, the President, any Vice President or Managing Director,
an Assistant Vice President or any other authorized officer (however
denominated) or another officer customarily performing functions similar to
those performed by any of the above designated officers or, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

        "Opinion of Counsel" shall mean 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 or any
other specified Person, as the case may be, except that any opinion of counsel
relating to (a) the qualification of the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) qualification of
the Grantor Trust as a grantor trust, (d) compliance with the Grantor Trust
Provisions, (e) whether any act or event would cause an Adverse REMIC Event or
Adverse Grantor Trust Event, or (f) the resignation of the Master Servicer or
the Special Servicer pursuant to this Agreement, must be a written opinion of
Independent counsel acceptable to and delivered to the Trustee or any other
specified Person, as the case may be.

        "Original Class Principal Balance" shall mean, with respect to any Class
of Principal Balance Certificates, the initial Class Principal Balance thereof
as of the Closing Date, in each case as specified in the Preliminary Statement.

        "Original Lower-Tier Principal Amount" shall mean the amount set forth
under the column bearing such title in the table in the Preliminary Statement
hereto.

        "OTS" shall mean the Office of Thrift Supervision or any successor
thereto.

        "Ownership Interest" shall mean, 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" shall mean, as to any Mortgage Loan or a related REO Loan,
any advance made by the Master Servicer or the Trustee pursuant to Section 4.03
or Section 4.03A, as applicable.

        "Pari Passu Companion Loan" shall have the meaning assigned thereto in
the Preliminary Statement.

        "Pass-Through Rate" shall mean:

               (a) with respect to the Class A-1 Certificates for any Interest
        Accrual Period, [_______]% per annum;

               (b) with respect to the Class A-2 Certificates for any Interest
        Accrual Period, [_______]% per annum;

               (c) with respect to the Class A-3 Certificates for any Interest
        Accrual Period, an annual rate equal to the lesser of (i) [_______]% per
        annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
        Accrual Period;

               (d) with respect to the Class A-4-1 Certificates for any Interest
        Accrual Period, an annual rate equal to the lesser of (i) [_______]% per
        annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
        Accrual Period;

               (e) with respect to the Class A-4-2 Certificates for any Interest
        Accrual Period, an annual rate equal to the lesser of (i) [_______]% per
        annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
        Accrual Period;

               (f) with respect to the Class A-AB Certificates for any Interest
        Accrual Period, an annual rate equal to the lesser of (i) [_______]% per
        annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
        Accrual Period

               (g) with respect to the Class A-5 Certificates for any Interest
        Accrual Period, an annual rate equal to the lesser of (i) [_______]% per
        annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
        Accrual Period;

               (h) with respect to the Class A-M Certificates for any Interest
        Accrual Period, an annual rate equal to the lesser of (i) [_______]% per
        annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
        Accrual Period;

               (i) with respect to the Class A-J Certificates for any Interest
        Accrual Period, an annual rate equal to the Weighted Average Net
        Mortgage Rate for such Interest Accrual Period minus [_______]%;

               (j) with respect to the Class B Certificates for any Interest
        Accrual Period, an annual rate equal to the Weighted Average Net
        Mortgage Rate for such Interest Accrual Period;

               (k) with respect to the Class C Certificates for any Interest
        Accrual Period, an annual rate equal to the Weighted Average Net
        Mortgage Rate for such Interest Accrual Period;

               (l) with respect to the Class D Certificates for any Interest
        Accrual Period, an annual rate equal to the Weighted Average Net
        Mortgage Rate for such Interest Accrual Period;

               (m) with respect to the Class E Certificates for any Interest
        Accrual Period, an annual rate equal to the Weighted Average Net
        Mortgage Rate for such Interest Accrual Period;

               (n) with respect to the Class F Certificates for any Interest
        Accrual Period, an annual rate equal to the Weighted Average Net
        Mortgage Rate for such Interest Accrual Period;

               (o) with respect to the Class G Certificates for any Interest
        Accrual Period, an annual rate equal to the Weighted Average Net
        Mortgage Rate for such Interest Accrual Period;

               (p) with respect to the Class H Certificates for any Interest
        Accrual Period, an annual rate equal to the Weighted Average Net
        Mortgage Rate for such Interest Accrual Period;

               (q) with respect to each of the Class J, Class K, Class L, Class
        M, Class N, Class O and Class P Certificates for any Interest Accrual
        Period, an annual rate equal to the lesser of (i) [_______]% per annum
        and (ii) the Weighted Average Net Mortgage Rate for such Interest
        Accrual Period;

               (r) with respect to the Class XC Certificates for any Interest
        Accrual Period, an annual rate equal to the weighted average of the
        Class XC Strip Rates for the 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); and

               (s) with respect to the Class XP Certificates for any Interest
        Accrual Period, an annual rate equal to the weighted average of the
        Class XP Strip Rates for the respective Class XP 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).

        "PCAOB" means the Public Company Accounting Oversight Board.

        "Performance Certification" as defined in Section 11.08.

        "Percentage Interest" shall mean: (a) with respect to any Regular
Interest Certificate, the portion of the relevant Class evidenced by such
Certificate, expressed as a percentage, the numerator of which is the
Certificate Principal Balance or Notional Amount, as the case may be, of such
Certificate as of the Closing Date, as specified on the face thereof, and the
denominator of which is the Original Class Principal Balance or initial Notional
Amount, as the case may be, of the relevant Class; and (b) with respect to
Residual Interest Certificate, the percentage interest in distributions to be
made with respect to the relevant Class, as stated on the face of such
Certificate.

        "Performance Certification" shall have the meaning assigned to such term
in Section 11.06.

        "Performing Party" shall have the meaning assigned to such term in
Section 11.12.

        "Performing Serviced Loan" shall mean any Serviced Loan as to which a
Servicing Transfer Event has never occurred and any Corrected Loan.

        "Permitted Encumbrances" shall have the meaning assigned thereto in
Section 2.04(b)(viii).

        "Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of the Trustee if
otherwise qualifying hereunder):

                         (i) direct obligations of, or obligations fully
               guaranteed as to timely payment of principal and interest by, the
               United States or any agency or instrumentality thereof (having
               original maturities of not more than 365 days), provided that
               such obligations are backed by the full faith and credit of the
               United States. Such obligations must be limited to those
               instruments that have a predetermined fixed dollar amount of
               principal due at maturity that cannot vary or change. Interest
               may either be fixed or variable. If such interest is variable,
               interest must be tied to a single interest rate index plus a
               single fixed spread (if any), and move proportionately with that
               index;

                         (ii) repurchase obligations with respect to any
               security described in clause (i) of this definition (having
               original maturities of not more than 365 days), provided that the
               short-term deposit or debt obligations of the party agreeing to
               repurchase such obligations are rated in the highest rating
               category of each of S&P and Moody's (or, in the case of any
               Rating Agency, such lower rating as will not result in an Adverse
               Rating Event with respect to any Class of Certificates or
               Companion Loan Securities, as evidenced in writing by such Rating
               Agency). In addition, any such item by its terms must have a
               predetermined fixed dollar amount of principal due at maturity
               that cannot vary or change. Interest may either be fixed or
               variable. If such interest is variable, interest must be tied to
               a single interest rate index plus a single fixed spread (if any),
               and move proportionately with that index;

                         (iii) certificates of deposit, time deposits, demand
               deposits and bankers' acceptances of any bank or trust company
               organized under the laws of the United States or any state
               thereof (having original maturities of not more than 365 days),
               the short term obligations of which are rated in the highest
               rating category of each of S&P and Moody's (or, in the case of
               any Rating Agency, such lower rating as will not result in an
               Adverse Rating Event with respect to any Class of Certificates or
               Companion Loan Securities, as evidenced in writing by such Rating
               Agency). In addition, any such item by its terms must have a
               predetermined fixed dollar amount of principal due at maturity
               that cannot vary or change. Interest may either be fixed or
               variable. If such interest is variable, interest must be tied to
               a single interest rate index plus a single fixed spread (if any),
               and move proportionately with that index;

                         (iv) commercial paper (having original maturities of
               not more than 90 days) of any corporation incorporated under
               the laws of the United States or any state thereof (or if not
               so incorporated, the commercial paper is United States Dollar
               denominated and amounts payable thereunder are not subject to
               any withholding imposed by any non-United States jurisdiction)
               which is rated in the highest rating category of each of S&P
               and Moody's (or, in the case of any Rating Agency, such lower
               rating as will not result in an Adverse Rating Event with
               respect to any Class of Certificates or Companion Loan
               Securities, as evidenced in writing by such Rating Agency). In
               addition, such commercial paper by its terms must have a
               predetermined fixed dollar amount of principal due at maturity
               that cannot vary or change. Interest may either be fixed or
               variable. If such interest is variable, interest must be tied
               to a single interest rate index plus a single fixed spread (if
               any), and move proportionately with that index;

                         (v) units of money market funds rated in the highest
               applicable rating category of each of S&P and Moody's (or, in the
               case of any Rating Agency, such lower rating as will not result
               in an Adverse Rating Event with respect to any Class of
               Certificates or Companion Loan Securities, as evidenced in
               writing by such Rating Agency) and which seeks to maintain a
               constant net asset value; and

                         (vi) any other obligation or security that (A) is
               acceptable to each Rating Agency, evidence of which acceptability
               shall be provided in writing by each Rating Agency to the Master
               Servicer, the Special Servicer and the Trustee, and (B)
               constitutes a "cash flow investment" (within the meaning of the
               REMIC Provisions), as evidenced by an Opinion of Counsel obtained
               at the expense of the Person that wishes to include such
               obligation or security as a Permitted Investment;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; (2) no investment described hereunder may be purchased
at a price greater than par if such investment may be prepaid or called at a
price less than its purchase price prior to stated maturity; and (3) no
investment described hereunder may have a "r" highlighter or other comparable
qualifier attached to its rating.

        "Permitted Transferee" shall mean any Transferee of a Residual Interest
Certificate other than (a) a Disqualified Organization, (b) any Person as to
whom, as determined by the Trustee (based upon an Opinion of Counsel, obtained
at the request of the Trustee at the expense of such Person or the Person
seeking to Transfer a Residual Interest Certificate, supporting such
determination), the Transfer of a Residual Interest Certificate may cause either
REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is
outstanding, (c) a Disqualified Non-United States Tax Person, (d) a Disqualified
Partnership, or (e) a United States Tax Person with respect to whom interest is
attributable to a foreign permanent establishment or fixed base (within the
meaning of any applicable income tax treaty between the United States and any
foreign jurisdiction) of such Person or any other United States Tax Person.

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

        "Plan" shall have the meaning assigned thereto in Section 5.02(c).

        "Plurality Residual Interest Certificateholder" shall mean, as to any
taxable year of each REMIC Pool, the Holder of Certificates entitled to the
largest percentage of the Voting Rights allocated to the related Class of
Residual Interest Certificates.

        "Pool Custodial Account" shall mean the segregated 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
Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
200[_]-[___], Commercial Mortgage Pass-Through Certificates, Series
200[_]-[___]."

        "Pool REO Account" shall mean the segregated account or accounts created
and maintained by the Special Servicer pursuant to Section 3.17 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled
"[__________________], as Special Servicer, on behalf of [__________________],
as Trustee, in trust for the registered holders of Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage
Pass-Through Certificates, Series 200[_]-[___]."

        "Prepayment Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, the assumption that no Mortgage
Loan is prepaid prior to stated maturity.

        "Prepayment Consideration" shall mean any Prepayment Premium or Yield
Maintenance Charge.

        "Prepayment Consideration Entitlement" shall mean, with respect to (i)
any Distribution Date on which any Net Prepayment Consideration Received on any
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is
distributable and (ii) each of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates entitled to
distributions of principal on such Distribution Date, an amount equal to the
product of (a) such Net Prepayment Consideration, multiplied by (b) a fraction
(not greater than 1.0 or less than 0.0), the numerator of which is equal to the
excess, if any, of the Pass-Through Rate for such Class of Principal Balance
Certificates over the relevant Discount Rate, and the denominator of which is
equal to the excess, if any, of the Mortgage Rate for such Mortgage Loan (or REO
Mortgage Loan) over the relevant Discount Rate.

        "Prepayment Interest Excess" shall mean with respect to any Serviced
Loan and the Non-Serviced Trust Loans that were subject to a Principal
Prepayment in full or in part made (or, if resulting from the application of
Insurance Proceeds or Condemnation Proceeds, any other early recovery of
principal received) after its Due Date in any Collection Period, any payment of
interest (net of related Master Servicing Fees) actually collected from the
related Mortgagor or otherwise and intended to cover interest accrued on such
Principal Prepayment during the period from and after such Due Date (exclusive,
however, of any related Prepayment Premium or Yield Maintenance Charge that may
have been collected).

        "Prepayment Interest Shortfall" shall mean with respect to any Serviced
Loan and the Non-Serviced Trust Loans that were subject to a Principal
Prepayment in full or in part made (or, if resulting from the application of
Insurance Proceeds or Condemnation Proceeds, any other early recovery of
principal received) prior to its Due Date in any Collection Period, the amount
of interest, to the extent not collected from the related Mortgagor or otherwise
(without regard to any Prepayment Premium or Yield Maintenance Charge that may
have been collected), that would have accrued at a rate per annum equal to the
related Mortgage Rate (net of the rate at which the related Master Servicing
Fees that are payable on such Loan accrue) on the amount of such Principal
Prepayment during the period from the date to which interest was paid by the
related Mortgagor to, but not including, such Due Date.

        "Prepayment Premium" shall mean any premium, penalty or fee (other than
a Yield Maintenance Charge) paid or payable, as the context requires, as a
result of a Principal Prepayment on, or other early collection of principal of,
a Loan.

        "Primary Servicer" shall mean [__________________], in its capacity as
primary servicer with respect to those Mortgage Loans set forth on Schedule VII
herein.

        "Primary Servicing Agreement" shall mean the written contract between
the Master Servicer and the Primary Servicer relating to the Mortgage Loans set
forth on Schedule VII herein.

        "Primary Servicing Office" shall mean the offices of the Master Servicer
or the Special Servicer, as the context may require, that are primarily
responsible for such party's servicing obligations hereunder. As of the Closing
Date, the Primary Servicing Office of the Master Servicer is located at
[____________________________________________________], and the Primary
Servicing Office of the Special Servicer is located at [____________________
___________________________________________].

        "Prime Rate" shall mean the "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate," then the
Trustee shall select an equivalent publication that publishes such "prime rate";
and if such "prime rate" is no longer generally published or is limited,
regulated or administered by a governmental or quasi-governmental body, then the
Trustee shall select a comparable interest rate index. In either case, such
selection shall be made by the Trustee in its sole discretion and the Trustee
shall notify the Master Servicer, the Special Servicer and the Companion Loan
Noteholders in writing of its selection.

        "Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than the Class X Certificates).

        "Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without duplication) of the
following:

               (a) the aggregate of all payments of principal (other than
        Principal Prepayments) Received with respect to the Serviced Loans
        during the related Collection Period, in each case exclusive of any
        portion of the particular payment that represents a Late Collection of
        principal for which a P&I Advance was previously made under this
        Agreement for a prior Distribution Date or that represents the principal
        portion of a Monthly Payment due on or before the Cut-off Date or on a
        Due Date subsequent to the related Collection Period;

               (b) the aggregate of the principal portions of all Monthly
        Payments due in respect of the Serviced Loans for their respective Due
        Dates occurring during the related Collection Period, that were Received
        prior to the related Collection Period;

               (c) the aggregate of all Principal Prepayments Received on the
        Serviced Loans during the related Collection Period;

               (d) the aggregate of all Liquidation Proceeds, Condemnation
        Proceeds and Insurance Proceeds Received with respect to any Serviced
        Loans during the related Collection Period that were identified and
        applied by the Master Servicer as recoveries of principal of such
        Mortgage Loans, in each case exclusive of any portion of such proceeds
        that represents a Late Collection of principal due on or before the
        Cut-off Date or for which a P&I Advance was previously made under this
        Agreement for a prior Distribution Date;

               (e) the aggregate of all Liquidation Proceeds, Condemnation
        Proceeds, Insurance Proceeds and REO Revenues Received with respect to
        any REO Properties during the related Collection Period that were
        identified and applied by the Master Servicer as recoveries of principal
        of the related REO Mortgage Loans, in each case exclusive of any portion
        of such proceeds and/or revenues that represents a Late Collection of
        principal due on or before the Cut-off Date or for which a P&I Advance
        was previously made under this Agreement for a prior Distribution Date;

               (f) the aggregate of the principal portions of all P&I Advances
        made under this Agreement with respect to the Mortgage Loans and any REO
        Mortgage Loans for such Distribution Date; and

               (g) all amounts received by the Master Servicer on or prior to
        12:00 noon (New York City time) on the Master Servicer Remittance Date
        from the applicable Lead Master Servicer in respect of principal for the
        Non-Serviced Trust Loans (which shall include the principal portion of
        any P&I Advance made by the applicable Lead Master Servicer);

provided that none of the amounts set forth in clauses (a) to (g) above shall
represent amounts received, due or advanced on or in respect of any Companion
Loan or any successor REO Loan thereto; provided, further, 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 deemed 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.

        "Principal Prepayment" shall mean any voluntary payment of principal
made by the Mortgagor on a Loan that is Received in advance of its scheduled Due
Date and that is not accompanied by an amount of interest (without regard to any
Prepayment Premium or Yield Maintenance Charge that may have been collected)
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.

        "Prohibited Transaction Exemption" shall mean Prohibited Transaction
Exemption 90-59 granted to Greenwich Capital Markets by the United States
Department of Labor, as such Prohibited Transaction Exemption may be amended
from time to time.

        "Proposed Plan" shall have the meaning assigned thereto in Section
3.18(a)(iii).

        "Prospectus" shall mean the prospectus dated [__________], 200[_], as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

        "Prospectus Supplement" shall mean the prospectus supplement dated
[__________], 200[_], relating to the Registered Certificates.

        "Purchase Option Holders" shall have the meaning assigned thereto in
Section 3.19(b).

        "Purchase Price" shall mean, with respect to any Mortgage Loan (or REO
Property), a cash price equal to the aggregate of: (a) the outstanding principal
balance of such Mortgage Loan (or the successor REO Loan) as of the date of
purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or the
successor REO Loan) to, but not including, the Due Date in the Collection Period
of purchase (exclusive, however, of any portion of such accrued but unpaid
interest that represents Default Interest), (c) all related unreimbursed
Servicing Advances (including Advances that were reimbursed out of general
collections of the Mortgage Pool and not reimbursed by, or on behalf of, the
related Mortgagor), if any, (d) all accrued and unpaid interest, if any, in
respect of related Advances in accordance with, as applicable, Section 3.12(b),
Section 4.03(d) and/or Section 4.03A(d), and (e) in the case of a repurchase by
the applicable Mortgage Loan Seller pursuant to Section 2.03(a) and the
applicable Mortgage Loan Purchase Agreement, (i) to the extent not otherwise
included in the amount described in clause (d) of this definition, any unpaid
Special Servicing Fees, Workout Fees and other Additional Trust Fund Expenses
with respect to such Mortgage Loan (or REO Property), including any Liquidation
Fee payable because the subject repurchase occurred outside the applicable cure
period set forth in Section 2.03 with respect to the Material Document Defect or
Material Breach that gave rise to the repurchase, and (ii) to the extent not
otherwise included in the amount described in clause (c) of this definition, any
costs and expenses incurred by the Master Servicer, the Special Servicer or the
Trustee (on behalf of the Trust) in enforcing the obligation of such Person to
purchase such Mortgage Loan.

        "Qualified Bidder" shall have the meaning assigned thereto in Section
7.01(c).

        "Qualified Institutional Buyer" or "QIB" shall mean a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act.

        "Qualified Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant
jurisdiction.

        "Rated Final Distribution Date" shall mean, for the purposes of this
Agreement, the Distribution Date in [_________] 20[ ].

        "Rating Agency" shall mean each of S&P and Moody's. Notwithstanding the
foregoing, when used with respect to any Companion Loan Securities Rating Agency
means any rating agencies that rated such Companion Loan Securities.

        "Realized Loss" shall mean: (1) with respect to each Loan as to which a
Final Recovery Determination has been made, or with respect to any successor REO
Loan as to which a Final Recovery Determination has been made as to the related
REO Property, an amount (not less than zero) equal to the excess, if any, of (a)
the sum of (i) the unpaid principal balance of such Loan or REO Loan, as the
case may be, as of the commencement of the Collection Period in which the Final
Recovery Determination was made, plus (ii) without taking into account the
amount described in subclause (1)(b) of this definition, all accrued but unpaid
interest on such Loan or such REO Loan, as the case may be, to but not including
the Due Date in the Collection Period in which the Final Recovery Determination
was made (exclusive, however, of any portion of such accrued but unpaid interest
that represents Default Interest), over (b) all payments and proceeds, if any,
Received in respect of such Loan or, to the extent allocable to such REO Loan,
the related REO Property, as the case may be, during the Collection Period in
which such Final Recovery Determination was made, insofar as such payments and
proceeds are allocable to interest (other than Default Interest) on or principal
of such Loan or REO Loan; (2) with respect to each Loan as to which any portion
of the principal or previously accrued interest payable thereunder was canceled
in connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, extension, waiver or amendment of such Loan granted
or agreed to by the Special Servicer pursuant to Section 3.21, the amount of
such principal and/or interest (other than Default Interest) so canceled; and
(3) with respect to each Loan as to which the Mortgage Rate thereon has been
permanently reduced and not recaptured for any period in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, extension, waiver or amendment of such Loan granted or agreed to
by the Special Servicer pursuant to Section 3.21, the amount of the consequent
reduction in the interest portion of each successive Monthly Payment due thereon
(each such Realized Loss shall be deemed to have been incurred on the Due Date
for each affected Monthly Payment); provided, however, that any Loan Group shall
be deemed to be a single Loan for purposes of this definition.

        "Received" shall mean in the case of any Loan or REO Property, received
by the Master Servicer or any of its Sub-Servicers, the Special Servicer or any
of its Sub-Servicers or the Trustee, as the case may be, in any event on behalf
of the Trust.

        "Record Date" shall mean: with respect to the initial Distribution Date,
the Closing Date; and, with respect to any other Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

        "Recording/Filing Agent" shall have the meaning assigned thereto in
Section 2.01(c).

        "Recovered Amount" shall have the meaning assigned thereto in Section
1.03(c).

        "Reference Rate" shall mean, with respect to any Interest Accrual
Period, the rate per annum set forth on the Reference Rate Schedule.

        "Registered Certificate" shall mean any Certificate that has been the
subject of registration under the Securities Act. As of the Closing Date, the
Class A-1, Class A-2, Class A-3, Class A-4-1, Class A-4-2, Class A-AB, Class
A-5, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates
are Registered Certificates.

        "Regular Interest Certificate" shall mean any Certificate other than a
Class R-I Certificate or Class R-II Certificate.

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

        "Regulation S" shall mean Regulation S under the Securities Act.

        "Regulation S Global Certificates" shall mean, with respect to any Class
of Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, one or more global Certificates,
collectively, in definitive, fully registered form without interest coupons,
each of which Certificates bears a Regulation S Legend.

        "Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the United
States in reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the date that is
40 days after the later of (a) the commencement of the offering to Persons other
than distributors in reliance on Regulation S, and (b) the date of closing of
the offering, except pursuant to an exemption from the registration requirements
of the Securities Act.

        "Regulation S Restricted Certificate": Any Certificate that is not rated
in one of the four highest generic ratings categories by a Rating Agency.

        "Reimbursement Rate" shall mean the rate per annum applicable to the
accrual of interest, compounded annually, on Servicing Advances in accordance
with Section 3.12(b) and on P&I Advances in accordance with, as applicable,
Section 4.03(d) or Section 4.03A(d), which rate per annum is equal to the Prime
Rate.

        "Release Date" shall have the meaning assigned thereto in Section
5.02(b).

        "Relevant Servicing Criteria" means the Servicing Criteria applicable to
a specific party, as set forth on Exhibit O attached hereto. For clarification
purposes, multiple parties can have responsibility for the same Relevant
Servicing Criteria. With respect to a Servicing Function Participant engaged by
the Master Servicer, the Special Servicer or the Trustee, the term "Relevant
Servicing Criteria" may refer to a portion of the Relevant Servicing Criteria
applicable to the Master Servicer, the Special Servicer or the Trustee.

        "REMIC" shall mean a "real estate mortgage investment conduit" as
defined in Section 860D of the Code.

        "REMIC Pool" shall mean either of the Lower-Tier REMIC and/or the
Upper-Tier REMIC, as applicable.

        "REMIC Provisions" shall mean the provisions of the federal income tax
law relating to REMICs, which appear at Sections 860A through 860G of Subchapter
M of Chapter 1 of the Code, and related provisions, and proposed, temporary and
final Treasury regulations and any published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.

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

        "REO Account" shall mean either of the Pool REO Account or the
applicable Loan Group REO Account.

        "REO Acquisition" shall mean the acquisition of any REO Property
pursuant to Section 3.09.

        "REO Disposition" shall mean the sale or other disposition of any REO
Property pursuant to Section 3.19.

        "REO Extension" shall have the meaning assigned thereto in Section
3.17(a).

        "REO Loan" shall mean the mortgage loan (or, if any Loan Group is
involved, any of the mortgage loans comprising such Loan Group) deemed for
purposes hereof to be outstanding with respect to each REO Property or, with
respect to a Non-Serviced Trust Loan, the Loan deemed outstanding when the
related Mortgaged Property is acquired on behalf of the holders under the Lead
PSA. Each REO Loan shall be deemed to provide for monthly payments of principal
and/or interest equal to its Assumed Monthly Payment and otherwise to have the
same terms and conditions as its predecessor Loan (such terms and conditions to
be applied without regard to the default on such predecessor Loan and the
acquisition of the related REO Property as part of the Trust Fund).

        "REO Mortgage Loan" shall mean any REO Loan that relates to a
predecessor Mortgage Loan.

        "REO Property" shall mean a Mortgaged Property acquired on behalf and in
the name of the Trustee for the benefit of the Certificateholders (or, in the
case of the Loan Group Mortgaged Properties (other than the Non-Serviced Loan
Groups, which are being serviced under the applicable Lead PSA), for the benefit
of the Certificateholders and the Companion Loan Noteholders, as their interests
may appear), through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in accordance with applicable law in connection with the default or
imminent default of a Loan.

        "REO Revenues" shall mean all income, rents, profits and proceeds
derived from the ownership, operation or leasing of any REO Property.

        "REO Tax" shall have the meaning assigned thereto in Section 3.18(a).

        "Reportable Event" has the meaning set forth in Section 11.07.

        "Reporting Servicer" has the meaning set forth in Section 11.10.

        "Repurchased Note" shall have the meaning assigned thereto in [Section
3.29].

        "Repurchased Percentage Interest" shall have the meaning assigned
thereto in [Section 3.29].

        "Repurchasing Seller" shall have the meaning assigned thereto in
[Section 3.29].

        "Request for Release" shall mean a request signed by a Servicing Officer
of, as applicable, the Master Servicer in the form of Exhibit D-1 attached
hereto or the Special Servicer in the form of Exhibit D-2 attached hereto.

        "Required Appraisal" shall mean, with respect to each Required Appraisal
Loan, an appraisal of the related Mortgaged Property from an Independent
Appraiser selected by the party required or authorized to obtain such appraisal
hereunder, which appraisal shall be prepared in accordance with 12 CFR ss.
225.62 and conducted in accordance with the standards of the Appraisal Institute
or, in the case of a Required Appraisal Loan having a Stated Principal Balance
of, or in the case of a Mortgaged Property that has an allocated loan amount of,
less than $2,000,000, if no satisfactory (as determined by the Special Servicer
pursuant to Section 3.09(a)) appraisal meeting the foregoing criteria was
obtained or conducted within the prior 12 months, a "desktop" value estimate
performed by the Special Servicer.

        "Required Appraisal Loan" shall mean any Serviced Loan or Serviced Loan
Group:

                         (i) that becomes a Modified Loan,

                         (ii) that is 60 days or more delinquent in respect of
               any Monthly Payment, except for a Balloon Payment,

                         (iii) such Mortgage Loan is delinquent in respect of
               its Balloon Payment, if any, for (A) 20 days, or (B) if the
               related Mortgagor shall have delivered a refinancing commitment
               acceptable to the Special Servicer prior to the date the subject
               Balloon Payment was due, 30 days;

                         (iv) with respect to which the related Mortgaged
               Property has become an REO Property,

                         (v) with respect to which a receiver or similar
               official is appointed and continues for 60 days in such capacity
               in respect of the related Mortgaged Property,

                         (vi) with respect to which the related Mortgagor is
               subject to a bankruptcy, insolvency or similar proceedings,
               which, in the case of an involuntary bankruptcy, insolvency or
               similar proceeding, has not been dismissed within 60 days of the
               commencement thereof, or

                         (vii) that remains outstanding five (5) years following
               any extension of its maturity date pursuant to Section 3.21.

Any Required Appraisal Loan (other than a Mortgage Loan that became a Required
Appraisal Loan pursuant to clause (vii) above) shall cease to be such at such
time as it has become a Corrected Loan (except if such Required Appraisal Loan
had not become a Specially Serviced Loan at the time the applicable event(s)
described in any of clauses (i) through (vii) above ceased to exist), it has
remained current for at least three (3) consecutive Monthly Payments, and no
other event described in clauses (i) through (vii) above has occurred with
respect thereto during the preceding three-month period; provided that the term
"Required Appraisal Loan" shall include any successor REO Loan(s); and provided,
further, that any Serviced Loan Group shall, upon the occurrence of any of the
events described in clauses (i) through (vii) of this definition in respect of
any Loan in such Serviced Loan Group, be deemed to be a single "Required
Appraisal Loan."

        "Required Appraisal Value" shall mean, with respect to any Mortgaged
Property securing (or REO Property relating to) a Required Appraisal Loan, an
amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised
Value of such Mortgaged Property (or REO Property) as determined by the most
recent Required Appraisal or any letter update of such Required Appraisal (as it
may be adjusted downward by the Special Servicer in accordance with the
Servicing Standard (without implying any duty to do so) based upon its review of
the Appraisal or estimate and such other information as it may deem
appropriate), over (ii) the amount of any obligations secured by liens on such
Mortgaged Property (or REO Property) that are prior to the lien of the related
Required Appraisal Loan; plus (b) the amount of Escrow Payments and Reserve
Funds held by the Master Servicer in respect of such Required Appraisal Loan
that (i) are not being held in respect of any real estate taxes and assessments,
insurance premiums or, if applicable, ground rents, (ii) are not otherwise
scheduled to be applied or utilized (except to pay debt service on such Required
Appraisal Loan) within the twelve-month period following the date of
determination and (iii) may be applied towards the reduction of the principal
balance of such Required Appraisal Loan; plus (c) the amount of any letter of
credit constituting additional security for such Required Appraisal Loan and
that may be applied towards the reduction of the principal balance of such
Required Appraisal Loan.

        "Reserve Account" shall mean any account established by the Master
Servicer, pursuant to Section 3.03(d), as to which Reserve Funds shall be
deposited.

        "Reserve Funds" shall mean, with respect to any Serviced Loan, any
amounts delivered by the related Mortgagor to be held by or on behalf of the
mortgagee representing reserves for repairs, capital improvements and/or
environmental remediation in respect of the related Mortgaged Property or debt
service on such Loan.

        "Residual Interest Certificate" shall mean a Class R-I or Class R-II
Certificate.

        "Responsible Officer" shall mean, with respect to the Trustee, any Vice
President, any Assistant Vice President, any Trust Officer, any Assistant
Secretary or any other officer of the Trustee's Global Securities and Trust
Services Group customarily performing functions similar to those performed by
any of the above designated officers and having direct responsibility for the
administration of this Agreement.

        "Review Package" shall mean a package of documents consisting of a
memorandum outlining the analysis and recommendation (in accordance with the
Servicing Standard) of the Master Servicer or the Special Servicer, as the case
may be, with respect to the matters that are the subject thereof, and copies of
all relevant documentation.

        "Rule 144A Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, one or collectively more global
certificates representing such Class registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, none
of which certificates bears a Regulation S Legend, and each of which
certificates has a Rule 144A CUSIP number.

        "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in existence, "S&P" shall be deemed to refer to
such other nationally recognized statistical rating agency or other comparable
Person designated by the Depositor, notice of which designation shall be given
to the Trustee, the Master Servicer and the Special Servicer, and specific
ratings of Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.

        "Sarbanes-Oxley Act" means 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).

        "Sarbanes-Oxley Certification" shall have the meaning assigned to such
term in Section 11.06.

        "Securities Act" shall mean the Securities Act of 1933, as amended.

        "Service(s)(ing)" means, in accordance with Regulation AB, the act of
servicing and administering the Mortgage Loans or any other assets of the Trust
by an entity that meets the definition of "servicer" set forth in Item 1101 of
Regulation AB and is subject to the disclosure requirements set forth in Item
1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence
of this term shall have the meaning commonly understood by participants in the
commercial mortgage-backed securities market.

        "Serviced Companion Loan" shall mean each of the [___________________]
Pari Passu Companion Loan, [___________________] Pari Passu Companion Loans, the
[___________________] Subordinate Companion Loan, the [___________________]
Subordinate Companion Loan, the [___________________] Subordinate Companion
Loan, the [___________________] Pari Passu Companion Loan, the
[___________________] Subordinate Companion Loan, the [___________________]
Subordinate Companion Loan and the [___________________] Subordinate Companion
Loan.

        "Serviced Loan" shall mean any Loan (including a Specially Serviced
Loan, but excluding an REO Loan) that is, as contemplated by Section 3.01, to be
serviced and administered by the Master Servicer and/or the Special Servicer
hereunder, which includes the Mortgage Loans (other than the Non-Serviced Trust
Loans) and the Companion Loans (other than the Non-Serviced Companion Loans).

        "Serviced Loan Group" shall mean each of the [___________________] Loan
Group, [___________________] Loan Group, [___________________] Group,
[___________________] Loan Group, the Tier 1 Loan Groups, the Tier 2 Loan Groups
and the Tier 3 Loan Groups.

        "Serviced Loan Group Trust Mortgage Loan" shall mean each of the
[___________________] Trust Loan, [___________________] Trust Loan,
[___________________] Trust Loan, [___________________] Trust Loan,
[___________________] Trust Loan, [___________________] Trust Loan,
[___________________] Trust Loan, [___________________] Trust Loan and
[___________________] Trust Loan.

        "Serviced Pari Passu Companion Loan" shall mean any Pari Passu Companion
Loan that is also a Serviced Companion Loan.

        "Servicer Fee Amount" shall mean: (a) with respect to each Sub-Servicer,
as of any date of determination, the aggregate of the products obtained by
multiplying, for each Serviced Loan primary serviced by such Sub-Servicer, (i)
the principal balance of such Loan as of the end of the immediately preceding
Collection Period and (ii) the sub-servicing fee rate specified in the related
Sub-Servicing Agreement for such Loan; and (b) with respect to the Master
Servicer, as of any date of determination, the aggregate of the products
obtained by multiplying, for each Serviced Loan and the Non-Serviced Trust
Loans, (i) the principal balance of such Loan or the Non-Serviced Trust Loans,
as applicable, as of the end of the immediately preceding Collection Period and
(ii) the excess, if any, of the Master Servicing Fee Rate for such Loan or the
Non-Serviced Trust Loans, as applicable, over the sub-servicing fee rate (if
any) applicable to such Loan, as specified in any Sub-Servicing Agreement
related to such Loan and any Broker Strip applicable to such Loan.

        "Servicer Reports" shall mean each of the files and reports comprising
the CMSA Investor Reporting Package (excluding the CMSA Bond Level File, the
CMSA Collateral Summary File and CMSA Reconciliation of Funds).

        "Servicing Account" shall have the meaning assigned thereto in Section
3.03(a).

        "Servicing Advances" shall mean all customary, reasonable and necessary
"out of pocket" costs and expenses (including attorneys' fees and fees and
expenses of real estate brokers) incurred by the Master Servicer, the Special
Servicer or the Trustee in connection with the servicing and administration of a
Serviced Loan, if a default is imminent thereunder or a default, delinquency or
other unanticipated event has occurred with respect thereto, or in connection
with the administration of any REO Property, including, but not limited to, the
cost of (a) compliance with the obligations of the Master Servicer, the Special
Servicer or the Trustee, if any, set forth in Section 3.03(c), (b) the
preservation, insurance, restoration, protection and management of a Mortgaged
Property, including the cost of any "forced placed" insurance policy purchased
by the Master Servicer to the extent such cost is allocable to a particular
Mortgaged Property that the Master Servicer or the Special Servicer is required
to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or
judicial proceedings with respect to a Mortgaged Property, including
foreclosures, (e) any Required Appraisal or any other appraisal or update
thereof expressly permitted or required to be obtained hereunder, (f) the
operation, management, maintenance and liquidation of any REO Property, (g)
obtaining any related ratings confirmation and (h) the Master Servicer, Special
Servicer or Trustee fulfilling its obligations under Section 2.03; provided
that, notwithstanding anything to the contrary, "Servicing Advances" shall not
include allocable overhead of the Master Servicer, the Special Servicer or the
Trustee, 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 any Loan or REO Property pursuant to any provision of this
Agreement, or the applicable Co-Lender Agreement.

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

        "Servicing Fees" shall mean with respect to each Serviced Loan and the
Non-Serviced Trust Loans (and any successor REO Loan with respect thereto), the
Master Servicing Fee and the Special Servicing Fee.

        "Servicing File" shall mean, (i) with respect to each Serviced Loan,
collectively, any and all documents (other than documents required to be part of
the related Mortgage File) in the possession of the Master Servicer or the
Special Servicer and relating to the servicing of any Serviced Loan, including
any original letter of credit (together with any transfer or assignment
documents related thereto), any franchise agreement and any franchise comfort
letter (together with any transfer or assignment documents relating thereto),
appraisals, surveys, engineering reports, environmental reports, opinion letters
of counsel to a related Mortgagor, escrow agreements, property management
agreements and franchise agreements and (ii) with respect to each Non-Serviced
Trust Loan, a copy of the related Mortgage Note (and all intervening
endorsements), the applicable Lead PSA, the applicable Co-Lender Agreement and
appraisal shall be sufficient for the applicable Servicing File.

        "Servicing Function Participant" means any Person, other than the Master
Servicer, the Special Servicer and the Trustee, that, within the meaning of Item
1122 of Regulation AB, is performing activities addressed by the Servicing
Criteria, unless such Person's activities relate only to 5% or less of the
Mortgage Loans (based on their Principal Balance).

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

        "Servicing-Released Bid" shall have the meaning assigned thereto in
Section 7.01(c).

        "Servicing-Retained Bid" shall have the meaning assigned thereto in
Section 7.01(c).

        "Servicing Standard" shall mean with respect to the Master Servicer or
the Special Servicer, to service and administer the Serviced Loans and any REO
Properties that such party is obligated to service and administer pursuant to
this Agreement: (i) in accordance with the higher of the following standards of
care: (A) 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 comparable mortgage loans with similar
borrowers and comparable REO properties for other third-party portfolios (giving
due consideration to the customary and usual standards of practice of prudent
institutional commercial mortgage lenders servicing their own mortgage loans and
REO properties), and (B) 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 comparable mortgage loans
owned by the Master Servicer or the Special Servicer, as the case may be, in
either case exercising reasonable business judgment and acting in accordance
with applicable law, the terms of this Agreement and the terms of the respective
Serviced Loans; (ii) with a view to: the timely recovery of all payments of
principal and interest, including Balloon Payments, under the Serviced Loans or,
in the case of any such Serviced Loan that is (1) a Specially Serviced Loan or
(2) a Serviced Loan as to which the related Mortgaged Property has become an REO
Property, the maximization of recovery on the Mortgage Loan to the
Certificateholders (as a collective whole) (or, if any Loan Group is involved,
with a view to the maximization of recovery on such Loan Group to the
Certificateholders and the related Companion Loan Noteholders (as a collective
whole) (it being understood that the interest of any Subordinate Companion Loan
is a subordinate interest, subject to the terms and conditions of the related
Co-Lender Agreement) of principal and interest, including Balloon Payments, on a
present value basis (the relevant discounting of anticipated collections that
will be distributable to the Certificateholders (or, in the case of any Loan
Group, to the Certificateholders and the related Companion Noteholders) to be
performed at the related Mortgage Rate (or, in the case of any Loan Group, at
the weighted average of the Mortgage Rates for such Loan Group); and (iii)
without regard to (A) any relationship, including as lender on any other debt,
that the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate
thereof, or any other party to this Agreement; (B) the ownership of any
Certificate (or any Companion Loan or any certificate backed by a Companion Loan
or any Mezzanine Loan) by the Master Servicer or the Special Servicer, as the
case may be, or any Affiliate thereof; (C) the obligation of the Master Servicer
or the Special Servicer, as the case may be, to make Advances; (D) the right of
the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate of either of them, to receive compensation or reimbursement of costs
hereunder generally or with respect to any particular transaction; and (E) the
ownership, servicing or management for others of any other mortgage loan or real
property not subject to this Agreement by the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof.

        "Servicing Transfer Event" shall mean, with respect to any Serviced
Loan, the occurrence of any of the events described in clauses (a) through (h)
of the definition of "Specially Serviced Loan," except in the case of a Loan
Group, if the related Subordinate Companion Loan Noteholder is exercising its
cure rights under the related Co-Lender Agreement.

        "Similar Law" shall have the meaning assigned thereto in Section
5.02(c).

        "Single Certificate" shall mean, for purposes of Section 4.02, a
hypothetical Regular Interest Certificate evidencing an initial $1,000
denomination.

        "Single Purpose Entity" shall mean an entity, other than an individual,
whose organizational documents and/or the related Loan documents provide
substantially to the effect that: (i) it was formed or organized solely for the
purpose of either owning and operating the Mortgaged Property or Properties
securing one or more Loans, or owning and pledging Defeasance Collateral in
connection with the defeasance of a Defeasance Loan, as the case may be, (ii) it
may not engage in any business unrelated to such Mortgaged Property or
Properties or such Defeasance Collateral, as the case may be, (iii) it will not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or such Defeasance Collateral, as the case may be, (iv)
it may not incur indebtedness other than incidental to its ownership and
operation of the applicable Mortgaged Property or Properties or Defeasance
Collateral, as the case may be, (v) it will maintain its own books and records
and accounts separate and apart from any other Person, (vi) it will hold itself
out as a legal entity, separate and apart from any other Person, and (vii) in
the case of such an entity whose sole purpose is owning or operating a Mortgaged
Property, it will have an independent director or, if such entity is a
partnership or a limited liability company, at least one general partner or
limited liability company member thereof, as applicable, which shall itself be a
"single purpose entity" (having as its sole asset its interest in the Single
Purpose Entity) with an independent director.

        "Special Servicer" shall mean [___________________], in its capacity as
special servicer hereunder, or any successor special servicer appointed as
herein provided.

        "Special Servicing Fee" shall mean, with respect to each Specially
Serviced Loan and each REO Loan, (excluding any Non-Serviced Trust Loan that has
become an REO Loan) the fee designated as such in, and payable to the Special
Servicer pursuant to, Section 3.11(b).

        "Special Servicing Fee Rate" shall mean, with respect to each Specially
Serviced Loan and each REO Loan (excluding an REO Loan that corresponds to a
Non-Serviced Trust Loan), [____]% per annum, subject to a minimum monthly fee of
$[________] for each Specially Serviced Loan and each REO Loan (excluding an REO
Loan that corresponds to a Non-Serviced Trust Loan).

        "Specially Serviced Loan" shall mean any Serviced Loan as to which any
of the following events has occurred:

               (a) the related Mortgagor has failed to make when due any Monthly
        Payment (including a Balloon Payment), which failure continues, or the
        Master Servicer determines, in its reasonable, good faith judgment, will
        continue, unremedied (without regard to any grace period) (i) except in
        the case of a Balloon Loan delinquent in respect of its Balloon Payment,
        for 60 days beyond the date on which the subject payment was due, or
        (ii) solely in the case of a delinquent Balloon Payment, (A) for one
        Business Day beyond the date on which the subject Balloon Payment was
        due or (B) in the case of a Balloon Loan as to which the related
        Mortgagor shall have delivered a refinancing commitment acceptable to
        the Special Servicer prior to the date the subject Balloon Payment was
        due, for 30 days beyond the date on which the subject Balloon Payment
        was due (or for such shorter period beyond the date on which the subject
        Balloon Payment was due during which the refinancing is scheduled to
        occur);

               (b) the Master Servicer or Special Servicer (in the case of the
        Special Servicer, with the consent of the applicable Directing Holder,
        subject to Section 6.11) shall have determined in accordance with the
        Servicing Standard, based on communications with the related Mortgagor,
        that a default in the making of a Monthly Payment on such Serviced Loan,
        including a Balloon Payment, is likely to occur and is likely to remain
        unremedied (without regard to any grace period) for at least the
        applicable period contemplated by clause (a) of this definition; or

               (c) there shall have occurred a default (other than as described
        in clause (a) above and other than an Acceptable Insurance Default) that
        (i) in the judgment of the Master Servicer or the Special Servicer (in
        the case of the Special Servicer, with the consent of the applicable
        Directing Holder, subject to Section 6.11) materially impairs the value
        of the related Mortgaged Property as security for such Serviced Loan or
        otherwise materially adversely affects the interests of
        Certificateholders (or, in the case of any Companion Loan, the related
        Companion Loan Noteholders), and (ii) continues unremedied for the
        applicable grace period under the terms of such Serviced Loan (or, if no
        grace period is specified and the default is capable of being cured, for
        30 days); provided that any default that results in acceleration of the
        related Mortgage Loan without the application of any grace period under
        the related Mortgage Loan documents shall be deemed not to have a grace
        period; and provided, further, that any default requiring a Servicing
        Advance shall be deemed to materially and adversely affect the interests
        of Certificateholders or, in the case of any Companion Loan, the related
        Companion Loan Noteholders; or

               (d) the Master Servicer or the Special Servicer (in the case of
        the Special Servicer, with the consent of the applicable Directing
        Holder, subject to Section 6.11) has determined that (i) a default
        (other than as described in clause (b) of this definition) under the
        Loan is imminent, (ii) such default will materially impair the value of
        the related Mortgaged Property as security for such Serviced Loan or
        otherwise materially adversely affects the interests of
        Certificateholders (or, in the case of any Companion Loan, the related
        Companion Loan Noteholders), and (iii) the default is likely to continue
        unremedied for the applicable grace period under the terms of such
        Serviced Loan (or, if no grace period is specified and the default is
        capable of being cured, for 30 days); provided that any default that
        results in acceleration of the related Mortgage Loan without the
        application of any grace period under the related Mortgage Loan
        documents shall be deemed not to have a grace period; and provided,
        further, that any determination that a Servicing Transfer Event has
        occurred under this clause (d) with respect to any Mortgage Loan solely
        by reason of the 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 and will
        be subject to Section 6.11, and the second paragraph of Section 3.07(a);
        or

               (e) a decree or order of a court or agency or supervisory
        authority having jurisdiction in the premises in an involuntary case
        under any present or future federal or state bankruptcy, insolvency or
        similar law or the appointment of a conservator or receiver or
        liquidator in any insolvency, readjustment of debt, marshaling of assets
        and liabilities or similar proceedings, or for the winding-up or
        liquidation of its affairs, shall have been entered against the related
        Mortgagor and such decree or order shall have remained in force and not
        dismissed for a period of 60 days; or

               (f) 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

               (g) 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

               (h) the Master Servicer shall have received notice of the
        commencement of foreclosure or similar proceedings with respect to the
        related Mortgaged Property;

provided, however, that a Serviced Loan will cease to be a Specially Serviced
Loan, when a Liquidation Event has occurred with respect to such Serviced Loan,
when the related Mortgaged Property has become an REO Property or, so long as at
such time no circumstance identified in clauses (a) through (h) above exists
that would cause the Serviced Loan to continue to be characterized as a
Specially Serviced Loan, when:

        (w) with respect to the circumstances described in clause (a) of this
definition, the related Mortgagor has made three consecutive full and timely
Monthly Payments under the terms of such Serviced Loan (as such terms may be
changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or by reason of a modification, extension,
waiver or amendment granted or agreed to by the Master Servicer or the Special
Servicer pursuant to Section 3.21);

        (x) with respect to the circumstances described in clauses (b), (d),
(e), (f) and (g) of this definition, such circumstances cease to exist in the
good faith, reasonable judgment of the Special Servicer, but, with respect to
any bankruptcy or insolvency proceedings described in clauses (e), (f) and (g),
no later than the entry of an order or decree dismissing such proceeding;

        (y) with respect to the circumstances described in clause (c) of this
definition, such default is cured as determined by the Special Servicer in its
reasonable, good faith judgment; and

        (z) with respect to the circumstances described in clause (h) of this
definition, such proceedings are terminated.

        The Special Servicer may conclusively rely on the Master Servicer's
determination and the Master Servicer may conclusively rely on the Special
Servicer's determination as to whether a Servicing Transfer Event has occurred
giving rise to a Serviced Loan's becoming a Specially Serviced Loan. If any
Serviced Loan that is part of any Loan Group becomes a Specially Serviced Loan,
then each other Serviced Loan in the Loan Group shall also become a Specially
Serviced Loan.

        "Startup Day" shall mean, with respect to each REMIC Pool, the day
designated as such in Section 10.01(c).

        "Stated Maturity Date" shall mean, with respect to any Loan, the Due
Date specified in the related Mortgage Note (as in effect on the Closing Date)
on which the last payment of principal is due and payable under the terms of
such Mortgage Note (as in effect on the Closing Date), without regard to any
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Loan granted or agreed to by the Special Servicer
pursuant to Section 3.21.

        "Stated Principal Balance" shall mean: (a) with respect to any Mortgage
Loan (and any successor REO Mortgage Loan with respect thereto), the Cut off
Date Balance of such Mortgage Loan, as permanently reduced on each Distribution
Date (to not less than zero) by (i) any principal payments (whether received or
advanced) or other collections in respect of such Mortgage Loan that were
identified and applied as a recovery of principal for such Mortgage Loan (or any
such successor REO Mortgage Loan with respect thereto) during the related
Collection Period, (ii) the principal portion of any Realized Loss incurred in
respect of such Mortgage Loan (or, if such Mortgage Loan is part of a Loan
Group, any Realized Loss incurred in respect of such Loan Group and allocated to
such Mortgage Loan) (or any such successor REO Mortgage Loan with respect
thereto) during the related Collection Period; and (b) with respect to any
Serviced Companion Loan (and any successor REO Loan with respect thereto), the
Cut off Date Balance of such Loan, as permanently reduced on each Loan Group
Remittance Date (to not less than zero) by (i) any principal payments (whether
received or advanced) or other collections in respect of such Loan that were
identified and applied as a recovery of principal for such Loan (or any such
successor REO Loan with respect thereto) during the related Collection Period,
and (ii) the principal portion of any Realized Loss incurred in respect of the
related Loan Group and allocated to such Loan (or any such successor REO Loan
with respect thereto) during the related Collection Period.

        Other than for purposes of determining the Weighted Average Net Mortgage
Rate, the Stated Principal Balance of the Mortgage Pool will not be reduced by
the amount of any principal collections from the Mortgage Pool that were used to
reimburse a Workout-Delayed Reimbursement Amount pursuant to Section
3.05(a)(vii), unless the corresponding Advance was determined to be a
Nonrecoverable Advance.

        Notwithstanding the foregoing, if a Liquidation Event or Final Recovery
Determination occurs in respect of any Loan or REO Property, then the "Stated
Principal Balance" of such Loan or of the related REO Loan, as the case may be,
shall be zero commencing as of the Distribution Date in the Collection Period
next following the Collection Period in which such Liquidation Event occurred.

        "Sub-Servicer" means any person that Services Mortgage Loan on behalf of
the Master Servicer, the Special Servicer or an Additional 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, the Special Servicer or an
Additional Servicer under this Agreement, with respect to some or all of the
Mortgage Loans, that are identified in the Servicing Criteria.

        "Sub-Servicing Agreement" shall mean the written contract between the
Master Servicer or the Special Servicer, on the one hand, and the Primary
Servicer or any Sub-Servicer, on the other hand, relating to servicing and
administration of Serviced Loans as provided in Section 3.23.

        "Subcontractor" means any vendor, subcontractor or other Person that is
not responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgaged-backed securities market) of Mortgage Loans but
performs one or more discrete functions of the Servicing Criteria with respect
to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Trustee, an Additional Servicer, or a Sub-Servicer.

        "Subordinate Companion Loan" shall have the meaning assigned thereto in
the Preliminary Statement.

        "Subordinate Companion Loan Noteholder" shall mean, with respect to any
Loan Group with a Subordinate Companion Loan, the Holder of the Mortgage Note
for such Subordinate Companion Loan.

        "Subsequent Master Servicer" shall mean the master servicer under any
Subsequent PSA.

        "Subsequent PSA" shall mean any "pooling and servicing agreement"
entered into in connection with a securitization of any Pari Passu Companion
Loan where the servicing of such Companion Loan is performed under this
Agreement or a Lead PSA.

        "Subsequent Trustee" shall mean the trustee under any Subsequent PSA.

        "Substitution Shortfall Amount": An amount equal to the excess if any of
the difference between the Purchase Price of any Mortgage Loan required to be
repurchased or substituted for pursuant to Section 2.03 calculated as of the
date of substitution and the Stated Principal Balance of such Qualifying
Substitute Mortgage Loan as of the date of substitution.

        "Successful Bidder" shall have the meaning assigned thereto in Section
7.01(c).

        "Supplemental Servicer Schedule": With respect to the Loans to be
serviced by the Master Servicer, a list attached hereto as Schedule VI, which
list sets forth the following information with respect to each Loan:

                         (i) the Mortgagor's name;

                         (ii) property type;

                         (iii) the original balance;

                         (iv) the original and remaining amortization term;

                         (v) whether such Mortgage Loan has a guarantor;

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

                         (vii) the current balance and monthly amount of any
               reserve or escrowed funds;

                         (viii) the grace period with respect to both default
               interest and late payment charges;

                         (ix) whether such Mortgage Loan is insured by RVI,
               lease enhancement policy or environmental policies;

                         (x) whether an operation and maintenance plan exists
               and, if so, what repairs are required;

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

                         (xii) the number of units, pads, rooms or square feet
               of the Mortgaged Property.

Such list may be in the form of more than one list, collectively setting forth
all of the information required.

        "Tax Administrator" shall mean any tax administrator appointed pursuant
to Section 8.13 (or, in the absence of any such appointment, the Trustee).

        "Tax Matters Person" shall mean, with respect to each REMIC Pool, the
Person designated as the "tax matters person" of such REMIC Pool in the manner
provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations
Section 301.6231(a)(7)-1, which Person shall be the Plurality Residual Interest
Certificateholder in respect of the related Class of Residual Interest
Certificates.

        "Tax Returns" shall mean the federal income tax return 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 REMIC Pool due to its
classification as a REMIC under the REMIC Provisions, and the federal income tax
return to be filed on behalf of the Grantor Trust due to its classification as a
grantor trust under the Grantor Trust Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the IRS under any applicable provisions of
federal tax law or any other governmental taxing authority under applicable
state and local tax law.

        "Tier 1 Loan Group" shall mean any one of the [___________________] Loan
Group and the [___________________] Loan Group.

        "Tier 2 Loan Group" shall mean the [___________________] Loan Group.

        "Tier 3 Loan Group" shall mean [___________________] Loan Group and the
[___________________] Loan Group.

        "Total Principal Reinstatement Amount" shall mean, with respect to any
Distribution Date, an amount (to be calculated by the Trustee immediately
following, and after taking into account, all distributions to be made with
respect to the Certificates on such Distribution Date) equal to the least of:
(1) the Additional Principal Distribution Amount for the subject Distribution
Date; (2) the amount, if any, by which (a) the aggregate Stated Principal
Balance of the Mortgage Pool that will be outstanding immediately following the
subject Distribution Date, exceeds (b) the aggregate of the Class Principal
Balances of all the Classes of Principal Balance Certificates (after taking into
account the distributions made with respect to the Certificates on such
Distribution Date, but prior to any adjustments to any of those Classes of
Principal Balance Certificates pursuant to Section 4.04 or Section 4.05); and
(3) the aggregate Loss Reimbursement Amount in respect of the Principal Balance
Certificates for the subject Distribution Date (reduced by all distributions
made with respect to the Principal Balance Certificates in reimbursement of such
aggregate Loss Reimbursement Amount on the subject Distribution Date).

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

        "Transfer Affidavit and Agreement" shall have the meaning assigned
thereto in Section 5.02(d)(i)(B).

        "Transfer Date" shall have the meaning assigned thereto in Section
5.02(b).

        "Transferee" shall mean any Person who is acquiring, by Transfer, any
Ownership Interest in a Certificate.

        "Transferor" shall mean any Person who is disposing of, by Transfer, any
Ownership Interest in a Certificate.

        "Trust" shall mean the common law trust created hereunder.

        "Trust Fund" shall mean, collectively, all of the assets of the
Lower-Tier REMIC, the Upper-Tier REMIC and the Grantor Trust.

        "Trustee" shall mean [___________________], in its capacity as trustee
hereunder, or any successor trustee appointed as herein provided.

        "Trustee Fee" shall mean, with respect to each Distribution Date, an
amount equal to one-twelfth of the product of (i) the Trustee Fee Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately prior to such Distribution Date.

        "Trustee Fee Rate" shall mean [_____]% per annum.

        "Trustee Liability" shall have the meaning assigned thereto in Section
8.05(b).

        "UCC" shall mean the Uniform Commercial Code in effect in the applicable
jurisdiction.

        "UCC Financing Statement" shall mean a financing statement executed (if
required by the UCC) and filed pursuant to the UCC.

        "Uncertificated Lower-Tier Interest" shall mean each separate
non-certificated beneficial ownership interest in the Lower-Tier REMIC issued
hereunder and designated as a "regular interest" in the Lower-Tier REMIC. Each
Uncertificated Lower-Tier Interest shall accrue interest at the Weighted Average
Net Mortgage Rate, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective Uncertificated Lower-Tier Interests
are set forth in the Preliminary Statement hereto.

        "Uncertificated Principal Balance" shall mean the principal balance of
any Uncertificated Lower-Tier Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance of
each Uncertificated Lower-Tier Interest shall equal the amount set forth in the
Preliminary Statement hereto. On each Distribution Date, the Uncertificated
Principal Balance of each Uncertificated Lower-Tier Interest shall be
permanently reduced by all distributions of principal deemed to have been made
thereon on such Distribution Date pursuant to Section 4.01(h), and shall be
further permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(b).

        "Underwriters" shall mean [___________________], [___________________],
[___________________], [___________________], [___________________] and
[___________________], and their respective successors in interest.

        "Unfunded Principal Balance Reduction" shall mean any reduction made in
the Class Principal Balance of any Class of Principal Balance Certificates
pursuant to Section 4.04(a) or the Uncertificated Principal Balance of any
Uncertificated Lower-Tier Interest pursuant to Section 4.04(b).

        "United States Securities Person" shall mean any "U.S. person" as
defined in Rule 902(k) of Regulation S.

        "United States Tax Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any State thereof or the District
of Columbia, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more such United States Tax Persons have the authority to control all
substantial decisions of the trust (or to the extent provided in the Treasury
regulations, if the trust was in existence on August 20, 1996 and elected to be
treated as a United States person), all within the meaning of Section
7701(a)(30) of the Code.

        "Unliquidated Advance" shall mean 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 (ii) and (vi) of
Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the Loan or REO Property in respect of
which the Advance was made.

        "Upper-Tier Distribution Account" shall mean the subaccount deemed to be
a part of the Distribution Account and maintained by the Trustee pursuant to
Section 3.04(b).

        "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.

        "Voting Rights" shall mean the portion of the voting rights of all of
the Certificates that is allocated to any Certificate. At all times during the
term of this Agreement, 99% of the Voting Rights shall be allocated among the
Holders of the various Classes of the Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
1% of the Voting Rights shall be allocated to the Holders of the Class XP and
Class XC Certificates, pro rata, based on the Class XP Notional Amount and Class
XC Notional Amount, respectively. 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. No Voting Rights shall be allocated to the Class R-I or Class R-II
Certificates.

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

        "Workout-Delayed Reimbursement Amounts" shall mean 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 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 Loan and (ii) the amount of such Advance
becomes an obligation of the Mortgagor to pay such amount under the terms of the
modified Mortgage Loan documents.

        "Workout Fee" shall mean the fee designated as such in, and payable to
the Special Servicer with respect to certain collections on each Corrected Loan
pursuant to, Section 3.11(b).

        "Workout Fee Rate" shall mean, with respect to each Corrected Loan as to
which a Workout Fee is payable, [___]%.

        "Yield Maintenance Charge" shall mean the payments paid or payable, as
the context requires, as the result of a Principal Prepayment on, or other early
collection of principal of, a Loan, which payments are not otherwise due thereon
in respect of principal or interest and have been calculated (based on scheduled
payments of interest and/or principal on such Loan) to compensate the Holder for
reinvestment losses based on the value of an interest rate index at or near the
time of prepayment. Any other prepayment premiums, penalties and fees not so
calculated will not be considered "Yield Maintenance Charges." In the event that
a Yield Maintenance Charge shall become due for any particular Loan, the Master
Servicer shall be required to follow the terms and provisions contained in the
applicable Mortgage Note, provided, however, in the event the particular
Mortgage Note shall not specify the U.S. Treasuries which shall be used in
determining the discount rate or the reinvestment yield to be applied in such
calculation, the Master Servicer shall be required to use those U.S. Treasuries
which shall generate the lowest discount rate or reinvestment yield for the
purposes thereof. Accordingly, if either no U.S. Treasury issue, or more than
one U.S. Treasury issue, shall coincide with the term over which the Yield
Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the Loan or the actual
term remaining through the related Stated Maturity Date), the Master Servicer
shall use the applicable U.S. Treasury whose reinvestment yield is the lowest,
with such yield being based on the bid price for such issue as published in The
Wall Street Journal on the date that is 14 days prior to the date that the Yield
Maintenance Charge shall become due and payable (or, if such bid price is not
published on that date, the next preceding date on which such bid price is so
published) and converted to a monthly compounded nominal yield. The monthly
compounded nominal yield ("MEY") is derived from the reinvestment yield or
discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2) ^1/6}-1]) X
100, where BEY is defined as the U.S. Treasury Reinvestment Yield which is in
decimal form and not in percentage, and 1/6 is the exponential power to which a
portion of the equation is raised. For example, using a BEY of 5.50%, the MEY =
(12 X [{(1+ .055/2) ^ 0.16667}- 1]) X 100 where .055 is the decimal version of
the percentage 5.5% and 0.16667 is the decimal version of the exponential power.
The MEY in the above calculation is 5.44%.

        Section 1.02         General Interpretive Principles.

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

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

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

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

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

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

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

        Section 1.03         Certain Adjustments to the Principal Distributions
on the Certificates.

        (a) If any party hereto is reimbursed out of general collections on the
Mortgage Pool on deposit in the Pool Custodial Account for any unreimbursed
Advances that have been or are determined to be Nonrecoverable Advances
(together with interest accrued and payable thereon pursuant to Section 3.12(b)
or Section 4.03(d), as applicable, to the extent such interest was paid
hereunder from a source other than Default Charges Received by the Trust on the
Mortgage Pool), then (for purposes of calculating distributions on the
Certificates) each such reimbursement and payment of interest shall be deemed to
have been made:

                 (i) first, out of any amounts then on deposit in the Pool
        Custodial Account that represent payments or other collections of
        principal Received by the Trust that, but for their application to
        reimburse a Nonrecoverable Advance and/or to pay interest thereon, would
        be included in the Available Distribution Amount for the related
        Distribution Date;

                 (ii) second, out of any amounts then on deposit in the Pool
        Custodial Account that represent any other payments or other collections
        Received by the Trust that, but for their application to reimburse a
        Nonrecoverable Advance and/or to pay interest thereon, would be included
        in the Available Distribution Amount for the related Distribution Date;
        and

                 (iii) third, out of any other amounts then on deposit in the
        Pool Custodial Account that may be available to reimburse the subject
        Nonrecoverable Advance and/or to pay interest thereon.

        (b) If and to the extent that any payment or other collection of
principal of any Mortgage Loan or REO Mortgage Loan is deemed to be applied in
accordance with Section 1.03(a)(i) to reimburse a Nonrecoverable Advance or to
pay interest thereon or is applied to reimburse a Workout-Delayed Reimbursement
Amount, and further if and to the extent that such payment or other collection
of principal constitutes part of the Principal Distribution Amount for any
Distribution Date, then for purposes of calculating the Adjusted Principal
Distribution Amount, for such Distribution Date, the amount of such payment or
other collection of principal shall be subtracted from the Principal
Distribution Amount for such Distribution Date.

        (c) If and to the extent that any Advance is determined to be a
Nonrecoverable Advance, such Advance or interest thereon is reimbursed out of
general principal collections on the Mortgage Pool as contemplated by Section
1.03(a) above or if any Workout-Delayed Reimbursement Amount is paid from
principal collections on the Mortgage Pool, and the particular item for which
such Advance was originally made is subsequently collected (in whole or in part)
out of payments or other collections in respect of the related Mortgage Loan (or
Loan Group if applicable) or REO Mortgage Loan (such item, and interest thereon,
to the extent such interest was paid out of general collections on the Mortgage
Pool, if and to the extent so collected, a "Recovered Amount"), then for
purposes of calculating the Adjusted Principal Distribution Amount for the
Distribution Date that corresponds to the Collection Period in which such item
was recovered, such Recovered Amount (to the extent not already included
therein) shall be added to the Principal Distribution Amount for such
Distribution Date.

        (d) Nothing contained in this Section 1.03 is intended to limit the
ability of any party hereto that is entitled to reimbursement hereunder for any
unreimbursed Advances that have been or are determined to be Nonrecoverable
Advances (together with interest accrued and payable thereon pursuant to Section
3.12(b) or Section 4.03(d)) to collections of principal Received by the Trust
with respect to the Mortgage Pool; instead the order of priority set forth in
Section 1.03(a) is a deemed allocation only for purposes of calculating
distributions on the Certificates.

        Section 1.04         Certain Calculations Relating to REO Loans.

        Each REO Loan shall be deemed to have an initial unpaid principal
balance and Stated Principal Balance equal to the unpaid principal balance and
Stated Principal Balance, respectively, of its predecessor Loan as of the date
of the related REO Acquisition. All Monthly Payments (other than a Balloon
Payment), Assumed Monthly Payments (in the case of a Balloon Loan delinquent in
respect of its Balloon Payment) and other amounts due and owing, or deemed to be
due and owing, in respect of the predecessor Loan as of the date of the related
REO Acquisition, shall be deemed to continue to be due and owing in respect of
an REO Loan.

        Amounts Received with respect to each REO Loan that is a successor to a
Serviced Loan (after provision for amounts to be applied to the payment of, or
to be reimbursed (1) to the Master Servicer or the Special Servicer for the
payment of, the costs of operating, managing and maintaining the related REO
Property and (2) to the Master Servicer, the Special Servicer or the Trustee for
the reimbursement of any outstanding unreimbursed Advances on such REO Loan (and
predecessor Loan) and interest thereon) shall be treated: first, as a recovery
of any amounts withdrawn from general principal collections on the Mortgage Pool
in order to reimburse any Workout-Delayed Reimbursement Amounts and
Nonrecoverable Advance with respect to such Loan and interest on any such
Advance; second, as a recovery of accrued and unpaid interest on such REO Loan
at the related Mortgage Rate to but not including the Due Date in the Collection
Period of receipt; third, as a recovery of principal of such REO Loan to the
extent of its entire unpaid principal balance (to the extent not already
reimbursed pursuant to clause first above); and fourth, in accordance with the
normal servicing practices of the Master Servicer, as a recovery of any other
amounts due and owing in respect of such REO Loan; provided that if the Loans
comprising a Serviced Loan Group become REO Loans, amounts Received with respect
to such REO Loans shall be applied to amounts due and owing in respect of such
REO Loans as provided in the related Co-Lender Agreement. Notwithstanding the
foregoing, all amounts payable or reimbursable to the Master Servicer, the
Special Servicer, the Trustee or the Trust in respect of the predecessor Loan as
of the date of the related REO Acquisition, including any unpaid Servicing Fees
and any unreimbursed Servicing Advances and P&I Advances, together with any
interest accrued and payable to the Master Servicer, the Special Servicer or the
Trustee in respect of such Servicing Advances and P&I Advances (including any
Unliquidated Advance) in accordance with Sections 3.12(b), 4.03(d) and 4.03A(d),
respectively, shall continue to be payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or the Trust, as the case may be, in
respect of an REO Loan.

                                   ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE
                                OF CERTIFICATES

        Section 2.01         Creation of Trust; Conveyance of Mortgage Loans.

        (a) It is the intention of the parties hereto that a common law trust be
established pursuant to this Agreement and that such trust be designated as
"Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through
Certificates, Series 200[_]-[___]." [___________________] is hereby appointed,
and does hereby agree, to act as Trustee hereunder and, in such capacity, to
hold the Trust Fund in trust for the exclusive use and benefit of all present
and future Certificateholders. The Depositor, concurrently with the execution
and delivery hereof, does hereby assign, sell, transfer, set over and otherwise
convey to the Trustee in trust, without recourse, for the benefit of the
Certificateholders, all the right, title and interest of the Depositor in, to
and under (i) the Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement,
(iii) the Co-Lender Agreements, and (iv) all other assets included or to be
included in the Trust Fund. Such assignment includes all interest and principal
received or receivable on or with respect to the Mortgage Loans and due after
the Cut-off Date and, in the case of each Loan Group Trust Mortgage Loan, is
subject to the related Co-Lender Agreement and/or the related Lead PSA.

        The parties hereto acknowledge and agree that, notwithstanding Section
12.07, the transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and is intended by them to constitute a sale.

        (b) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall direct each Mortgage Loan Seller (pursuant to
the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with
the Trustee or a Custodian appointed thereby (with a copy to the Master
Servicer), on or before the Closing Date, the Mortgage File for each Mortgage
Loan (in connection with the Non-Serviced Trust Loans, the original Mortgage
File for such Mortgage Loan other than the related Mortgage Note shall be held
by the applicable Lead Trustee pursuant to the applicable Lead PSA on behalf of
the Trust Fund and the Certificateholders), with copies of the related reserve
and cash management agreements for such Mortgage Loan to be delivered to the
Master Servicer and the Special Servicer. None of the Trustee, any Custodian,
the Master Servicer or the Special Servicer shall be liable for any failure by a
Mortgage Loan Seller or the Depositor to comply with the document delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section
2.01(b).

        After the Depositor's transfer of the Mortgage Loans to the Trustee
pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust's ownership of the Mortgage Loans.

        (c) The Depositor hereby represents and warrants that each Mortgage Loan
Seller has covenanted in the applicable Mortgage Loan Purchase Agreement that it
shall bear the costs related to recording or filing, as the case may be, in the
appropriate public office for real property records or UCC Financing Statements,
as appropriate, each related assignment of Mortgage and assignment of Assignment
of Leases, in favor of the Trustee referred to in clause (a)(iv) of the
definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in clause (a)(viii) of the definition of "Mortgage File" and the
Trustee shall promptly undertake to record or file any such document upon its
receipt thereof. This paragraph shall not apply to any Non-Serviced Trust Loan,
because the documents referred to in this paragraph have been assigned to the
applicable Lead Trustee.

        The Depositor hereby represents and warrants that each Mortgage Loan
Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to
each Serviced Loan, that if it cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)
(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because
of a delay caused by the public recording office where such document or
instrument has been delivered for recordation, a copy of the original certified
by the applicable Mortgage Loan Seller to be a true and complete copy of the
original thereof submitted for recording, shall be forwarded to the Trustee.

        Each assignment referred to in the second preceding paragraph that is
recorded by the Trustee shall reflect that it should be returned by the public
recording office to the Trustee or its agent following recording, and each UCC-2
and UCC-3 assignment referred to in the second preceding paragraph that is filed
by the Trustee shall reflect that the file copy thereof should be returned to
the Trustee or its agent following filing; provided that, in those instances
where the public recording office retains the original assignment of Mortgage or
assignment of Assignment of Leases, the Trustee shall obtain therefrom a
certified copy of the recorded original. On a monthly basis, at the expense of
the applicable Mortgage Loan Seller, the Trustee shall forward to the Master
Servicer a copy of each of the aforementioned assignments following the
Trustee's receipt thereof.

        If any of the aforementioned assignments is lost or returned unrecorded
or unfiled, as the case may be, because of a defect therein, then the Trustee
shall direct the applicable Mortgage Loan Seller (pursuant to the applicable
Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation
of a substitute therefor or to cure such defect, as the case may be, and to
deliver to the Trustee the substitute or corrected document. The Trustee shall
upon receipt from the applicable Mortgage Loan Seller cause the same to be duly
recorded or filed, as appropriate.

        (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall direct each Mortgage Loan Seller (pursuant to
the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit (or
cause to be delivered and deposited) with the Master Servicer within 10 Business
Days after the Closing Date, documents and records that (A) relate to the
servicing and administration of the Serviced Loans, (B) are reasonably necessary
for the ongoing administration and/or servicing of the Serviced Loans under this
Agreement (including any asset summaries related to the Mortgage Loans that were
delivered to the Rating Agencies in connection with the rating of the
Certificates) and (C) are in possession or under control of the applicable
Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and
Reserve Funds in the possession of the applicable Mortgage Loan Seller that
relate to such Serviced Loans and (ii) a statement indicating which Escrow
Payments and Reserve Funds are allocable to such Serviced Loans, provided that
the applicable Mortgage Loan Seller shall not be required to deliver any draft
documents, privileged or other internal communications, credit underwriting, due
diligence analyses or data, or internal worksheets, memoranda, communications or
evaluations. The Master Servicer shall hold all such documents, records and
funds on behalf of the Trustee in trust for the benefit of the
Certificateholders (and, insofar as they also relate to the Companion Loans, on
behalf of and for the benefit of the applicable Companion Loan Noteholder).

        (e) It is not intended that this Agreement create a partnership or a
joint-stock association.

        Section 2.02         Acceptance of Trust Fund by Trustee.

        (a) The Trustee, by its execution and delivery of this Agreement, hereby
accepts receipt, directly or through a Custodian on its behalf, of (i) the
Mortgage Loans and all documents delivered to it that constitute portions of the
related Mortgage Files and (ii) all other assets delivered to it and included in
the Trust Fund, in good faith and without notice of any adverse claim, and
declares that it or a Custodian on its behalf holds and will hold such documents
and any other documents subsequently received by it that constitute portions of
the Mortgage Files, and that it holds and will hold the Mortgage Loans and such
other assets, together with any other assets subsequently delivered to it that
are to be included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders.

        The Trustee (i) with respect to each Serviced Loan Group, shall also
hold the portion of such Mortgage File that relates to the Companion Loan in
such Loan Group in trust for the use and benefit of the related Companion Loan
Noteholder and (ii) with respect to each Loan Group, hereby assumes the
obligations and rights of the holder of the related Loan Group Trust Mortgage
Loan under the applicable Co-Lender Agreement and/or applicable Lead PSA.

        In connection with the foregoing, the Trustee hereby certifies to each
of the other parties hereto, each Mortgage Loan Seller and each Underwriter
that, as to each Mortgage Loan, except as specifically identified in the
Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II,
(i) all documents specified in clauses (a)(i), (ii), (vii), (ix), (xi) and (xix)
of the definition of "Mortgage File" (but in the case of documents specified in
clauses (ix) and (xix) only to the extent the Trustee or a Custodian on its
behalf has actual knowledge of their existence) of the definition of "Mortgage
File" are in its possession or the possession of a Custodian on its behalf
(other than in respect of the Non-Serviced Trust Loans, with the exception of
the related Mortgage Note and the related endorsements specified in clause
(a)(i)(A) of the definition of "Mortgage File"), and (ii) the original Mortgage
Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage
Note) received by it or any Custodian with respect to such Mortgage Loan has
been reviewed by it or by such Custodian on its behalf and (A) appears regular
on its face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such Mortgage Loan.

        (b) On or about the 45th day following the Closing Date (or, in the case
of a Replacement Mortgage Loan substituted as contemplated by Section 2.03,
after the related date of substitution) (and, if any exceptions are noted, again
on or about the 90th day following the Closing Date (or, in the case of a
Replacement Mortgage Loan substituted as contemplated by Section 2.03, after the
related date of substitution) and monthly thereafter until the earliest of (i)
the second anniversary of the Closing Date, (ii) the day on which all material
exceptions have been removed and (iii) the day on which the Depositor has
repurchased the last affected Mortgage Loan), the Trustee or a Custodian on its
behalf shall review the documents delivered to it or such Custodian with respect
to each Mortgage Loan, and the Trustee shall, subject to Sections 2.01, 2.02(c)
and 2.02(d), certify in writing (substantially in the form of Exhibit C hereto)
to each of the other parties hereto, each Mortgage Loan Seller and each
Underwriter (and, in the case of a Serviced Loan Group, to the related Companion
Loan Noteholder, upon request) that, as to each Mortgage Loan (other than in
respect of the Non-Serviced Trust Loans, with the exception of the related
Mortgage Note and the related endorsements specified in clause (a)(i)(A) of the
definition of "Mortgage File") then subject to this Agreement (except as
specifically identified in any exception report annexed to such certification):
(i) all documents specified in clauses (a)(i) through (a)(v), (a)(vii) and, if
applicable, (a)(viii) (without regard to the second parenthetical in such clause
(a)(viii)) of the definition of "Mortgage File") that are required to be
delivered hereunder have been delivered; (ii) the recordation/filing
contemplated by Section 2.01(c) has been completed (based solely on receipt by
the Trustee of the particular recorded/filed documents); (iii) all documents
received by it or any Custodian with respect to such Loan have been reviewed by
it or by such Custodian on its behalf and (A) appear regular on their face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (v) and
(vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the
information set forth in the Mortgage File. With respect to the items listed in
clauses (ii), (iii), (iv) and, if applicable, (vi) of the definition of Mortgage
File if the original of such document is not in the Trustee's possession because
it has not been returned from the applicable recording office, then the
Trustee's or Custodian's certification prepared pursuant to this Section 2.02(b)
should indicate the absence of such original. If the Trustee's obligation to
deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the Closing Date, the Trustee shall deliver a
comparable certification to any party hereto, the applicable Companion Loan
Noteholder and any Underwriter on request.

        (c) None of the Trustee, the Master Servicer, the Special Servicer or
any Custodian is under any duty or obligation to inspect, review or examine any
of the documents, instruments, certificates or other papers relating to the
Loans delivered to it to determine that the same are valid, legal, effective,
genuine, binding, enforceable, sufficient or appropriate for the represented
purpose or that they are other than what they purport to be on their face.
Furthermore, none of the Trustee, the Master Servicer, the Special Servicer or
any Custodian shall have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction.

        (d) It is understood that the scope of the Trustee's review of the
Mortgage Files is limited solely to confirming that the documents specified in
clauses (a)(i) through (a)(v), (a)(vii) and (a)(viii) of the definition of
"Mortgage File" have been received and such additional information as will be
necessary for delivering the certifications required by Sections 2.02(a) and (b)
above.

        (e) If, after the Closing Date, the Depositor comes into possession of
any documents or records that constitute part of the Mortgage File or Servicing
File for any Mortgage Loan, the Depositor shall promptly deliver such document
to the Trustee (with a copy to the Master Servicer) (if it constitutes part of
the Mortgage File) or the Master Servicer (if it constitutes part of the
Servicing File), as applicable.

        Section 2.03         Repurchase of Mortgage Loans for Document Defects
and Breaches of Representations and Warranties.

        (a) If any party hereto discovers that any document constituting a part
of a Mortgage File (or, with respect to a Non-Serviced Trust Loan, the related
Mortgage Note and the related endorsements specified in clause (a)(i)(A) of the
definition of "Mortgage File") has not been properly executed, is missing,
contains information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule, or does not
appear to be regular on its face (each, a "Document Defect"), or discovers or
receives notice of a breach of any representation or warranty of a Mortgage Loan
Seller made pursuant to Section 3(b) of the applicable Mortgage Loan Purchase
Agreement with respect to any Mortgage Loan (a "Breach"), such party shall give
prompt written notice thereof to each of the Rating Agencies, the applicable
Mortgage Loan Seller and the other parties hereto. If any such Document Defect
or Breach with respect to any Mortgage Loan materially and adversely affects the
interests of the Certificateholders therein, then such Document Defect shall
constitute a "Material Document Defect" or such Breach shall constitute a
"Material Breach," as the case may be. Promptly upon becoming aware of any such
Material Document Defect or Material Breach (including through a written notice
given by any party hereto, as provided above), the Trustee shall require the
applicable Mortgage Loan Seller, not later than 90 days from the earlier of the
Mortgage Loan Seller's discovery or receipt of notice of such Material Document
Defect or Material Breach, as the case may be (or, in the case of a Material
Document Defect or Material Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of the REMIC Provisions, not later than
90 days of any party discovering such Material Document Defect or Material
Breach), to cure the same in all material respects (which cure shall include
payment of losses and any Additional Trust Fund Expenses associated therewith)
or repurchase the affected Mortgage Loan (or, in the case of an REO Property
that relates to a Loan Group Trust Mortgage Loan, the Trust Fund's interest in
the related REO Property) at the applicable Purchase Price by wire transfer of
immediately available funds to the Pool Custodial Account (or, in the case of a
Loan Group Trust Mortgage Loan or an REO Property that relates to a Loan Group
Trust Mortgage Loan, to the related Loan Group REO Account); provided, however,
that if (i) such Material Document Defect or Material Breach is capable of being
cured but not within the applicable 90-day period, (ii) such Material Document
Defect or Material Breach is not related to any Mortgage Loan's not being a
"qualified mortgage" within the meaning of the REMIC Provisions, (iii) the
applicable Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Material Document Defect or Material Breach within such 90-day
period and (iv) the affected Mortgage Loan is not then a Specially Serviced
Loan, then the applicable Mortgage Loan Seller shall have an additional 90 days
to complete such cure or, in the event of a failure to so cure, to complete such
repurchase (it being understood and agreed that, in connection with the
applicable Mortgage Loan Seller's receiving such additional 90-day period, the
applicable Mortgage Loan Seller shall deliver an Officer's Certificate to the
Trustee setting forth the reasons such Material Document Defect or Material
Breach is not capable of being cured within the initial 90-day 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 Material Document Defect or Material Breach will be cured within such
additional 90-day period); and provided, further, that, if any such Material
Document Defect is still not cured after the initial 90-day period and any such
additional 90-day period solely due to the failure of the applicable Mortgage
Loan Seller to have received the recorded document, then the applicable Mortgage
Loan Seller shall be entitled to continue to defer its cure and repurchase
obligations in respect of such Document Defect so long as the applicable
Mortgage Loan Seller certifies to the Trustee every 30 days thereafter that the
Document Defect is still in effect solely because of its failure to have
received the recorded document and that the applicable Mortgage Loan Seller is
diligently pursuing the cure of such defect (specifying the actions being
taken), except that no such deferral of cure or repurchase may continue beyond
the second anniversary of the Closing Date. Provided that the Master Servicer
has notice of such Material Document Defect or Material Breach, the Master
Servicer shall notify the Mortgage Loan Seller if the related Mortgage Loan
becomes a Specially Serviced Loan during any applicable cure periods. Any of the
following document defects shall be conclusively presumed to be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, together with the endorsements referred to in clause (a)(i) of
the definition of "Mortgage File," unless the Mortgage File contains a signed
lost note affidavit and indemnity with respect to the missing Mortgage Note and
any missing endorsements that appears to be regular on its face, (b) other than
with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of
the original executed Mortgage or a copy of such Mortgage certified by the local
authority with which the Mortgage was recorded, in each case with evidence of
recording thereon, that appears to be regular on its face, unless there is
included in the Mortgage File a copy of the executed Mortgage and a certificate
stating that the original signed Mortgage was sent for recordation, (c) other
than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage
File of the original or a copy of the lender's title insurance policy, together
with all endorsements or riders (or copies thereof) that were issued with or
subsequent to the issuance of such policy, or marked up insurance binder or
title commitment which is marked as a binding commitment and countersigned by
title company, insuring the priority of the Mortgage as a first lien on the
Mortgaged Property, (d) other than with respect to a Non-Serviced Trust Loan,
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 and
a certificate stating that the original intervening assignments were sent for
recordation, unless there is included in the Mortgage File a certified copy of
the intervening assignment or (e) other than with respect to a Non-Serviced
Trust Loan, the absence from the Servicing File of any original letter of
credit.

        If (x) any Mortgage Loan is subject to a Material Breach or Material
Document Defect and would otherwise be required to be repurchased as
contemplated in this Section 2.03, (y) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan or is secured by a portfolio of Mortgaged
Properties, and (z) the applicable Material Breach or Material Document Defect
does not constitute a Material Breach or Material Document Defect, as the case
may be, as to any related Cross-Collateralized Mortgage Loan or applies to only
specific Mortgaged Properties included in such portfolio, the applicable
Mortgage Loan Seller or its designee shall use its reasonable efforts, subject
to the terms of the related Mortgage Loan(s), to prepare and, to the extent
necessary and appropriate, have executed by the related Mortgagor and record,
such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loan(s) in such Cross-Collateralized Group that are to be repurchased,
on the one hand, and the remaining Mortgage Loan(s) therein, on the other hand,
such that those two groups of Mortgage Loans are each secured only by the
Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto or (ii) in the case of Mortgage Loan secured by a
portfolio of Mortgaged Properties, release the affected Mortgaged Properties
from the cross-collateralization of the Mortgage Loan; provided that no such
termination or release shall be effected unless and until (i) the Controlling
Class Directing Holder acting as the Directing Holder, if one is then acting,
has consented (which consent shall not be unreasonably withheld and shall be
deemed to have been given if no written objection is received by the applicable
Mortgage Loan Seller within 10 Business Days of such Directing Holder's receipt
of a written request for such consent), (ii) the Trustee has received from the
applicable Mortgage Loan Seller (A) an Opinion of Counsel to the effect that
such termination or release would not cause an Adverse REMIC Event to occur with
respect to either REMIC Pool or an Adverse Grantor Trust Event to occur with
respect to the Grantor Trust and (B) written confirmation from each Rating
Agency that such termination or release would not cause an Adverse Rating Event
to occur with respect to any Class of Certificates, (iii) the debt service
coverage ratio for the four preceding calendar quarters for all of the Mortgage
Loans relating to such Cross-Collateralized Group or Mortgaged Properties
relating to such Mortgage Loan secured by a portfolio of Mortgaged Properties
remaining is not less than 0.05x below the debt service coverage ratio for all
Mortgage Loans of such Cross-Collateralized Group (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iv) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group or Mortgaged Properties
relating to such Mortgage Loan secured by a portfolio of Mortgaged Properties
remaining is not greater than 5% more than the loan-to-value ratio for all
Mortgage Loans of such Cross-Collateralized Group (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement; and provided, further, that the applicable
Mortgage Loan Seller may, at its option, purchase the entire subject
Cross-Collateralized Group or Mortgage Loan in lieu of effecting a termination
of the cross-collateralization or a release of the affected Mortgaged Properties
from the cross-collateralization of the Mortgage Loan. In the event that the
cross-collateralization of any Cross-Collateralized Group is terminated or any
Mortgaged Property related to a Mortgage Loan secured by a portfolio of
Mortgaged Properties is released from the cross-collateralization of the
portfolio pursuant to this paragraph, the related Mortgage Loan Seller may elect
either to repurchase only the affected Cross-Collateralized Mortgage Loan or
Mortgaged Properties as to which the Material Breach or Material Document Defect
exists or to repurchase the aggregate Cross-Collateralized Mortgage Loans or the
entire Mortgage Loan secured by a portfolio of Mortgaged Properties, as the case
may be. All costs and expenses incurred by the Trustee or any Person on its
behalf pursuant to this paragraph shall be included in the calculation of the
Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group is not or cannot be
terminated as contemplated by this paragraph, then, for purposes of (i)
determining whether any Breach or Document Defect, as the case may be, is a
Material Breach or Material Document Defect, and (ii) the application of
remedies, such Cross-Collateralized Group shall be treated as a single Mortgage
Loan.

        (b) In connection with any repurchase of a Mortgage Loan pursuant to
this Section 2.03, and subject to Section 3.26, the Trustee, the Custodian, the
Master Servicer and the Special Servicer shall each tender to the repurchasing
entity, upon delivery to each of them of a receipt executed by the repurchasing
entity, all portions (including, without limitation, the Servicing File) of the
Mortgage File and other documents pertaining to such Mortgage Loan possessed by
it, and each document that constitutes a part of the Mortgage File shall be
endorsed or assigned to the extent necessary or appropriate to the repurchasing
entity or its designee in the same manner, but only if the respective documents
have been previously assigned or endorsed to the Trustee, and pursuant to
appropriate forms of assignment, substantially similar to the manner and forms
pursuant to which such documents were previously assigned to the Trustee;
provided that such tender by the Trustee shall be conditioned upon its receipt
from the Master Servicer of a Request for Release and an Officer's Certificate
to the effect that the requirements for repurchase have been satisfied. The
Master Servicer shall, and is hereby authorized and empowered by the Trustee to,
prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(c), and such other instruments as
may be necessary or appropriate to transfer title to an REO Property in
connection with the repurchase of an REO Loan and the Trustee shall execute and
deliver any powers of attorney necessary to permit the Master Servicer to do so;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer.

        (c) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of a Mortgage Loan Seller
set forth in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to
the applicable Mortgage Loan Purchase Agreement, specifically relating to
whether or not the Mortgage Loan documents or any particular Mortgage Loan
document for any Mortgage Loan requires the related Mortgagor to bear the cost
of Rating Agency fees reflected in paragraph 23 or reasonable costs and expenses
associated with a defeasance, as set forth in paragraph 43 of Exhibit B to the
Mortgage Loan Purchase Agreement (any such fees, costs or expenses, referred to
in this subsection (d) as "Covered Costs"), then the Master Servicer shall
direct the applicable Mortgage Loan Seller in writing to wire transfer to the
Pool Custodial Account, within 90 days of receipt of such direction, the amount
of any such reasonable costs and expenses incurred by the Trust that (i)
otherwise would have been required to be paid by the Mortgagor if such
representation or warranty with respect to such costs and expenses had in fact
been true, as set forth in the related representation or warranty, (ii) have not
been paid by the Mortgagor, (iii) are the basis of such Breach and (iv)
constitute "Covered Costs." Upon payment of such costs, the applicable Mortgage
Loan Seller shall be deemed to have cured such Breach in all respects. Provided
that such payment is made, this paragraph describes the sole remedy available to
the Certificateholders and the Trustee on their behalf regarding any such
Breach, regardless of whether it constitutes a Material Breach, and neither the
Depositor nor the applicable Mortgage Loan Seller shall be obligated to
otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph shall constitute "Liquidation Proceeds" for all purposes of this
Agreement (other than Section 3.11(c)).

        (d) Each Mortgage Loan Purchase Agreement and Section 2.03(a) provide
the sole remedies available to the Certificateholders, or the Trustee on behalf
of the Certificateholders, respecting any Document Defect or Breach with respect
to any Mortgage Loan.

        (e) (i) The Special Servicer shall, (1) direct, manage, prosecute and/or
defend any action brought by a Mortgagor against the Trust and/or the Special
Servicer and (2) represent the interests of the Trust in any litigation relating
to the rights and obligations of the Mortgagor or Mortgagee, or the enforcement
of the obligations of a Borrower, under the Mortgage Loan documents
("Trust-Related Litigation").

                 (ii) To the extent the Master Servicer is named in
        Trust-Related Litigation, and the Trust or Special Servicer is not
        named, in order to effectuate the role of the Special Servicer as
        contemplated by Section 2.03(e)(i) above, the Master Servicer shall (1)
        notify the Special Servicer of such Trust-Related Litigation within ten
        (10) days of the Master Servicer receiving service of such Trust-Related
        Litigation; (2) provide monthly status reports to the Special Servicer,
        regarding such Trust-Related Litigation; (3) seek to have the Trust
        replace the Master Servicer as the appropriate party to the lawsuit; and
        (4) so long as the Master Servicer remains a party to the lawsuit,
        consult with and act at the direction of the Special Servicer with
        respect to decisions and resolutions related to the interests of the
        Trust in such Trust-Related Litigation, including but not limited to the
        selection of counsel, provided, however, if there are claims against the
        Master Servicer and the Master Servicer has not determined that separate
        counsel is required for such claims, such counsel shall be reasonably
        acceptable to the Master Servicer.

                 (iii) Notwithstanding the right of the Special Servicer to
        represent the interests of the Trust in Trust-Related Litigation, and
        subject to the rights of the Special Servicer to direct the Master
        Servicer's actions in Section 2.03(e)(iv) below, the Master Servicer
        shall retain the right to make determinations relating to claims against
        the Master Servicer, including but not limited to the right to engage
        separate counsel in the Master Servicer's reasonable discretion, the
        cost of which shall be subject to indemnification pursuant to Section
        6.03. Further, nothing in this section shall require the Master Servicer
        to take or fail to take any action which, in the Master Servicer's good
        faith and reasonable judgment, may (1) result in an Adverse REMIC Event
        or Adverse Grantor Trust Event or (2) subject the Master Servicer to
        liability or materially expand the scope of the Master Servicer's
        obligations under this Agreement.

                 (iv) Notwithstanding the Master Servicer's right to make
        determinations relating to claims against the Master Servicer, the
        Special Servicer shall have the right at any time to (1) direct the
        Master Servicer to settle any claims brought against the Trust,
        including claims asserted against the Master Servicer (whether or not
        the Trust or the Special Servicer is named in any such claims or
        Trust-Related Litigation) and (2) otherwise reasonably direct the
        actions of the Master Servicer relating to claims against the Master
        Servicer (whether or not the Trust or the Special Servicer is named in
        any such claims or Trust-Related Litigation), provided in either case
        that (A) such settlement or other direction does not require any
        admission, or is not likely to result in a finding, of liability or
        wrongdoing on the part of the Master Servicer, (B) the cost of such
        settlement or any resulting judgment is and shall be paid by the Trust,
        (C) the Master Servicer is and shall be indemnified pursuant to Section
        6.03 hereof for all costs and expenses of the Master Servicer incurred
        in defending and settling the Trust-Related Litigation and for any
        judgment, (D) any such action taken by the Master Servicer at the
        direction of the Special Servicer shall be deemed (as to the Master
        Servicer) to be in compliance with the Servicing Standard and (E) the
        Special Servicer provides the Master Servicer with assurance reasonably
        satisfactory to the Master Servicer as to the items on clauses (A), (B)
        and (C) .

                 (v) In the event both the Master Servicer and the Special
        Servicer or Trust are named in litigation, the Master Servicer and the
        Special Servicer shall cooperate with each other to afford the Master
        Servicer and the Special Servicer the rights afforded to such party in
        this Section 2.03(e).

                 (vi) This Section 2.03(e) shall not apply in the event the
        Special Servicer authorizes the Master Servicer, and the Master Servicer
        agrees (both authority and agreement to be in writing), to make certain
        decisions or control certain Trust-Related Litigation on behalf of the
        Trust.

                 (vii) Notwithstanding the foregoing, (a) 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; provided
        that the Master Servicer or Special Servicer, as applicable, shall
        retain the right to manage and direct any such action, suit, litigation
        or proceeding; (b) 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, neither the Master Servicer nor the
        Special Servicer shall, without the prior written consent of the
        Trustee, (i) initiate any action, suit, litigation or proceeding in the
        name of the Trustee, whether in such capacity or individually, (ii)
        engage counsel to represent the Trustee, or (iii) prepare, execute or
        deliver any government filings, forms, permits, registrations or other
        documents or take nay other similar action with intent to cause, and
        that actually causes, the Trustee to be registered to do business in any
        state; and (c) 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 Pooling and Servicing Agreement or any
        Mortgaged Loan, the Trustee shall have the right to retain counsel and
        appear in any such proceedings on its own behalf in order to protect and
        represent its interest, whether as Trustee or individually; provided
        that the Master Servicer or the Special Servicer, as applicable, shall
        retain the right to manage and direct any such action, suit, litigation
        or proceeding.

        Section 2.04         Representations, Warranties and Covenants of the
Depositor.

        (a) The Depositor hereby represents, warrants and covenants to the
Trustee, for its own benefit and the benefit of the Certificateholders and to
the Master Servicer, the Special Servicer and Companion Loan Noteholders, as of
the Closing Date, that:

                 (i) The Depositor is a corporation duly organized, validly
        existing and in good standing under the laws of the State of Delaware,
        and the Depositor has taken all necessary corporate action to authorize
        the execution, delivery and performance of this Agreement by it, and has
        the power and authority to execute, deliver and perform this Agreement
        and all the transactions contemplated hereby, including, but not limited
        to, the power and authority to sell, assign and transfer the 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
        free and clear of all liens, claims, encumbrances and other interests
        with the full right to transfer the Mortgage Loans to the Trust and the
        Mortgage Loans have been validly transferred to the Trust.

        The representations, warranties and covenants of the Depositor set forth
in this Section 2.04 shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of such representations, warranties and covenants,
the party discovering such breach shall give prompt written notice thereof to
the other parties.

        Section 2.05         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
the Mortgage Loan Purchase Agreement, together with the assignment to it of all
other assets included in the Trust Fund. Concurrently with such assignment and
delivery and in exchange therefor, the Trustee (i) acknowledges the issuance of
the Uncertificated Lower-Tier Interests to or upon the order of the Depositor,
(ii) acknowledges and hereby declares that it holds the Uncertificated
Lower-Tier Interests on behalf of the Upper-Tier REMIC and Holders of the
Certificates (other than the Class R-I Certificates) and (iii) acknowledges the
execution by the Certificate Registrar and the authentication and delivery by
the Authenticating Agent of the Class R-I Certificates to or upon the order of
the Depositor, in exchange for the Mortgage Loans, receipt of which is hereby
acknowledged, and 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 Interest
Certificates and the Class R-II Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of such Certificates in
authorized denominations evidencing the entire beneficial ownership of the
Upper-Tier REMIC.

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

        Section 3.01         Administration of the Loans.

        (a) All of the Serviced Loans and REO Properties (which does not include
the Non-Serviced Loan Groups) are to be serviced and administered by the Master
Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and
the Special Servicer shall service and administer the Serviced Loans and REO
Properties that it is obligated to service and administer pursuant to this
Agreement on behalf of the Trustee, for the benefit of the Certificateholders
(or, in the case of the Companion Loans, on behalf of the related Companion Loan
Noteholders), as determined in the good faith and reasonable judgment of the
Master Servicer or the Special Servicer, as the case may be, in accordance with:
(i) any and all applicable laws; (ii) the express terms of this Agreement, the
respective Serviced Loans and, in the case of the Loan Groups, the related
Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the
Servicing Standard. The Master Servicer or the Special Servicer, as applicable
in accordance with this Agreement, shall service and administer each
Cross-Collateralized Group, if any, as a single Mortgage Loan as and when
necessary and appropriate consistent with the Servicing Standard. Without
limiting the foregoing, and subject to Section 3.22, (i) the Master Servicer
shall service and administer all of the Performing Serviced Loans and shall
render such services with respect to the Specially Serviced Loans as are
specifically provided for herein, and (ii) the Special Servicer shall service
and administer each Specially Serviced Loan and REO Property and shall render
such services with respect to the Performing Serviced Loans as are specifically
provided for herein. All references herein to the respective duties of the
Master Servicer and the Special Servicer, and to the areas in which they may
exercise discretion, shall be subject to Section 3.22.

        The parties hereto acknowledge that the Non-Serviced Loan Groups and any
related REO property are being serviced and administered under the applicable
Lead PSA and the applicable Lead Master Servicer will make any advances required
thereunder in respect of such loan and remit collections on the Non-Serviced
Trust Loans to or on behalf of the Trust. The Master Servicer, the Special
Servicer or the Trustee shall have no obligation or authority to supervise the
applicable Lead Master Servicer, the applicable Lead Special Servicer or the
applicable Lead Trustee or to make Servicing Advances or P&I Advances, except as
described in Section 4.03A with respect to P&I Advances to be made by the Master
Servicer or the Trustee with respect to certain of the Non-Serviced Trust Loans.
Although the Non-Serviced Loan Groups are being serviced under the applicable
Lead PSA, the Controlling Class Directing Holder will have certain rights
relating to the servicing of the Non-Serviced Loan Groups pursuant to the
applicable Lead PSA and the applicable Co-Lender Agreement. The obligation of
the Master Servicer to provide information and collections to the Trustee and
the Certi?cateholders with respect to the Non-Serviced Loan Groups shall be
dependent on its receipt of the corresponding information and collections from
the applicable Lead Master Servicer or the applicable Lead Special Servicer.

        (b) Subject to Section 3.01(a) and Section 6.11 (taking account of
Section 6.11(b)), the Master Servicer and the Special Servicer shall each have
full power and authority, acting alone or through sub-servicers, to do or cause
to be done any and all things in connection with the servicing and
administration contemplated by Section 3.01(a) that 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, with respect to each of the
Serviced Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders, the Trustee and the Companion Loan Noteholders or any of
them, (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) in accordance with the Servicing Standard
and subject to Section 3.21 and Section 6.11 (taking account of Section
6.11(b)), any and all modifications, extensions, waivers, amendments or consents
to or with respect to any documents contained in the related Mortgage File;
(iii) any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge or of assignment, and all other comparable
instruments; and (iv) any and all instruments that such party may be required to
execute on behalf of the Trustee in connection with the defeasance of a Serviced
Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee
shall, at the written request of the Master Servicer or the Special Servicer,
promptly execute any limited powers of attorney and other documents furnished by
the Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

        (c) The parties hereto acknowledge that the Loan Groups are subject to
the terms and conditions of the applicable Co-Lender Agreement. The parties
hereto further recognize the respective rights and obligations of the Loan Group
Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or
Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement,
including with respect to (i) the allocation of collections on or in respect of
the Loan Groups in accordance with the applicable Co-Lender Agreement, (ii) the
making of payments to the Loan Group Trust Mortgage Loan holder, the Pari Passu
Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance
with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Group
Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders or
their designees in accordance with the applicable Co-Lender Agreement, and, if
applicable, other related Companion Loan Noteholders under the applicable Lead
PSA and (iv) in the case where a Companion Loan Noteholder is the Directing
Holder, the right of such Directing Holder to cure a default of the related
Mortgagor in accordance with the applicable Co-Lender Agreement.

        Notwithstanding the foregoing, if, at such time as any Serviced Loan
Group Trust Mortgage Loan shall no longer be part of the Trust Fund and a
separate servicing agreement with respect to the related Loan Group has not been
entered into in accordance with the terms of the related Co-Lender Agreement,
then, until such time as a separate servicing agreement is entered into and any
required Rating Agency confirmation is obtained, and notwithstanding that such
Serviced Loan Group Trust Mortgage Loan is no longer part of the Trust Fund, the
Master Servicer and, if applicable, the Special Servicer shall continue to
service such Loan Group or any related Loan Group REO Properties, as the case
may be, under this Agreement as if it were a separate servicing agreement
(without, subject to the applicable Co-Lender Agreement, any obligation of the
Master Servicer, Special Servicer or Trustee to make any Advance on such
Serviced Loan Group Trust Mortgage Loan that is no longer part of the Trust
Fund), for the benefit of each holder of a Loan in such Loan Group, and under
any related Co-Lender Agreement, with: (i) such Loan Group and the related Loan
Group Mortgaged Properties constituting the sole assets thereunder; and (ii)
references to the "Trustee," "Trust," "Certificateholders" (or any sub-group
thereof) and the "Controlling Class Directing Holder" being construed to refer
to the new holder of the Serviced Loan Group Trust Mortgage Loan that is no
longer included in the Trust Fund under the applicable Co-Lender Agreement.

        (d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and the Companion Loan Noteholders 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.

        Section 3.02         Collection of Loan Payments.

        (a) Each of the Master Servicer (with respect to Performing Serviced
Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall
undertake reasonable efforts to collect all payments required under the terms
and provisions of the Serviced Loans it is obligated to service hereunder and
shall follow such collection procedures as are consistent with the Servicing
Standard. The Special Servicer shall ensure that, with respect to Specially
Serviced Loans, the Mortgagors make payments directly to the Master Servicer;
provided that, in the event the Special Servicer receives a payment that should
have been made directly to the Master Servicer, the Special Servicer shall
promptly forward such payment to the Master Servicer. Upon receipt of any such
payment with respect to a Specially Serviced Loan, the Master Servicer shall
promptly notify the Special Servicer, and the Special Servicer shall direct the
Master Servicer as to the proper posting of such payment. Consistent with the
foregoing, the Special Servicer, with regard to a Specially Serviced Loan, or
the Master Servicer, with regard to a Performing Serviced Loan, may waive or
defer any Default Charges in connection with collecting any late payment on a
Serviced Loan; provided that without the consent of the Special Servicer in the
case of a proposed waiver by the Master Servicer, no such waiver or deferral may
be made by the Master Servicer pursuant to this Section 3.02 if any Advance has
been made as to such delinquent payment.

        (b) [Reserved]

        (c) All amounts Received with respect to any Cross-Collateralized Group
in the form of payments from Mortgagors, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among
the Mortgage Loans constituting such Cross-Collateralized Group in accordance
with the express provisions of the related loan documents and, in the absence of
such express provisions or to the extent that such payments and other
collections may be applied at the discretion of the lender, on a pro rata basis
in accordance with the respective amounts then "due and owing" as to each such
Mortgage Loan. Except in the case of the Loan Groups, amounts Received in
respect of or allocable to any particular Mortgage Loan (whether or not such
Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of
payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or
Insurance Proceeds shall be applied to amounts due and owing under the related
Mortgage Note and Mortgage (including for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage Note
and Mortgage and, in the absence of such express provisions or to the extent
that such payments and other collections may be applied at the discretion of the
lender, as follows (without duplication): first, as a recovery of any related
and unreimbursed Servicing Advances (together with interest thereon), and if
applicable, unpaid Liquidation Expenses, in each case to the extent such
application is permitted under the terms of the related Loan documents; second,
as a recovery of any Nonrecoverable Advance and Unliquidated Advance in respect
of such Mortgage Loan and, in each case, interest thereon that was reimbursed
from general principal collections on the Mortgage Pool, to the extent such
application is permitted under the terms of the related Loan documents; third,
as a recovery of accrued and unpaid interest on, and principal of, such Mortgage
Loan to the extent of any outstanding P&I Advances and unpaid Master Servicing
Fees in respect of such Mortgage Loan; fourth, as a recovery of any remaining
accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate
to, but not including, the related Due Date; fifth, as a recovery of any
remaining principal of such Mortgage Loan then due and owing, including by
reason of acceleration of the Mortgage Loan following a default thereunder (or,
if a Liquidation Event has occurred in respect of such Mortgage Loan, as a
recovery of principal to the extent of its entire remaining unpaid principal
balance); sixth, unless a Liquidation Event has occurred with respect to such
Mortgage Loan, as a recovery of amounts to be currently applied to the payment
of, or escrowed for the future payment of, real estate taxes, assessments,
insurance premiums (including premiums on any Environmental Insurance Policy),
ground rents (if applicable) and similar items; seventh, unless a Liquidation
Event has occurred with respect to such Mortgage Loan, as a recovery of Reserve
Funds to the extent then required to be held in escrow; eighth, as a recovery of
any Prepayment Premium or Yield Maintenance Charge then due and owing under such
Mortgage Loan; ninth, as a recovery of any Default Charges then due and owing
under such Mortgage Loan; tenth, as a recovery of any assumption fees,
modification fees and extension fees then due and owing under such Mortgage
Loan; eleventh, as a recovery of any other amounts then due and owing under such
Mortgage Loan; and, twelfth, as a recovery of any remaining principal of such
Mortgage Loan to the extent of its entire remaining unpaid principal balance.

        All amounts Received with respect to any Loan Group shall be applied to
amounts due and owing under such Loan Group (including for principal and accrued
and unpaid interest) in accordance with the express provisions of the related
Mortgage Notes, the related Mortgage and the related loan agreement, and in the
absence of such express provisions, in accordance with the provisions of the
related Co-Lender Agreement.

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

        (a) The Master Servicer shall, as to all Serviced Loans, establish and
maintain one or more accounts, in which all related Escrow Payments shall be
deposited and retained (each a "Servicing Account"). Subject to the terms of the
related Loan documents, each Servicing Account shall be an Eligible Account.
Withdrawals of amounts so collected from a Servicing Account may be made (to the
extent of amounts on deposit therein in respect of the related Loan or, in the
case of clauses (iv) and (v) below, to the extent of interest or other income
earned on such amounts) only for the following purposes: (i) consistent with the
related Loan documents, to effect the payment of real estate taxes, assessments,
insurance premiums (including premiums on any Environmental Insurance Policy),
ground rents (if applicable) and comparable items in respect of the respective
Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a
late payment that was intended to cover an item described in the immediately
preceding clause (i) for which a Servicing Advance was made, to reimburse the
Master Servicer, the Special Servicer or the Trustee, as applicable, for such
Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined
to be overages; (iv) to pay interest, if required and as described below, to
Mortgagors on balances in such Servicing Account; (v) to pay the Master Servicer
interest and investment income on balances in such Servicing Account as
described in Section 3.06(b), if and to the extent not required by law or the
terms of the related Loan documents to be paid to the Mortgagor; or (vi) to
clear and terminate such Servicing Account at the termination of this Agreement
in accordance with Section 9.01. To the extent permitted by law or the
applicable Loan documents, funds in the Servicing Accounts may be invested only
in Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall pay or cause to be paid to the Mortgagors interest, if
any, earned on the investment of funds in the related Servicing Accounts, if
required by law or the terms of the related Loan. If the Master Servicer shall
deposit in a Servicing Account any amount not required to be deposited therein,
it may at any time withdraw such amount from such Servicing Account, any
provision herein to the contrary notwithstanding.

        (b) The Master Servicer shall, as to each and every Serviced Loan, (i)
maintain accurate records with respect to the 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 and (ii) use reasonable efforts to
obtain, from time to time, all bills for (or otherwise confirm) the payment of
such items (including renewal premiums) and, if the subject Serviced Loan
requires the related Mortgagor to escrow for such items, shall effect payment
thereof prior to the applicable penalty or termination date. For purposes of
effecting any such payment for which it is responsible, the Master Servicer
shall apply Escrow Payments as allowed under the terms of the related Serviced
Loan (or, if such Serviced Loan does not require the related Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and similar items, the Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to cause the related
Mortgagor to comply with the requirement of the related Mortgage that the
Mortgagor make payments in respect of such items at the time they first become
due and, in any event, prior to the institution of foreclosure or similar
proceedings with respect to the related Mortgaged Property for nonpayment of
such items). Subject to Section 3.12(d), the Master Servicer shall timely make a
Servicing Advance to cover any such item which is not so paid, including any
penalties or other charges arising from the Mortgagor's failure to timely pay
such items.

        (c) The Master Servicer shall, as to each and every Serviced Loan, make
a Servicing Advance with respect to the related Mortgaged Property in an amount
equal to all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis. All such Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors,
and further as provided in Section 3.05(a) or 3.05A. No costs incurred by the
Master Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall,
for purposes of this Agreement, including the Trustee's calculation of monthly
distributions to Certificateholders, be added to the unpaid Stated Principal
Balances of the related Serviced Loans, notwithstanding that the terms of such
Loans so permit. The foregoing shall in no way limit the Master Servicer's
ability to charge and collect from the Mortgagor such costs together with
interest thereon.

        (d) The Master Servicer shall, as to all Serviced Loans, establish and
maintain, as applicable, one or more accounts ("Reserve Accounts"), into which
all Reserve Funds, if any, shall be deposited and retained. Withdrawals of
amounts so deposited may be made (i) for the specific purposes for which the
particular Reserve Funds were delivered, in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any other
agreement with the related Mortgagor governing such Reserve Funds, and (ii) to
pay the Master Servicer interest and investment income earned on amounts in the
Reserve Accounts as described below. To the extent permitted in the applicable
Loan documents, funds in the Reserve Accounts may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. Subject to the
related Loan documents, all Reserve Accounts shall be Eligible Accounts.
Consistent with the Servicing Standard, the Master Servicer may waive or extend
the date set forth in any agreement governing Reserve Funds by which any
required repairs, capital improvements and/or environmental remediation at the
related Mortgaged Property must be completed; provided that any waiver, any
extension for more than 120 days and any subsequent extension may only be
granted with the consent of the Special Servicer.

        Section 3.04         Pool Custodial Account, Defeasance Deposit Account,
Distribution Account, Interest Reserve Account and Excess Liquidation Proceeds
Account.

        (a) The Master Servicer shall establish and maintain one or more
separate accounts (collectively, the "Pool Custodial Account"), in which the
amounts described in clauses (i) through (ix) below (which shall not include any
amounts allocable to the Companion Loans) shall be deposited and held on behalf
of the Trustee in trust for the benefit of the Certificateholders and the
Trustee as the Holder of the Uncertificated Lower-Tier Interests. The Pool
Custodial Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Pool Custodial Account, within one
Business Day of receipt (in the case of payments by Mortgagors or other
collections on the Mortgage Loans) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf subsequent to the Cut-off Date (other than in respect of principal
and interest on the Mortgage Loans due and payable on or before the Cut-off
Date, which amounts shall be delivered promptly to the Depositor or its
designee, with negotiable instruments endorsed as necessary and appropriate
without recourse, and other than amounts required to be deposited in the
Defeasance Deposit Account), 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 of the Serviced Loans,
        including Principal Prepayments, and regardless of whether those
        payments are made by the related Mortgagor or any related guarantor, out
        of any related Reserve Funds maintained for such purpose, out of
        collections on any related Defeasance Collateral or from any other
        source;

                 (ii) all payments on account of interest on the Serviced Loans,
        including Default Interest, and regardless of whether those payments are
        made by the related Mortgagor or any related guarantor, out of any
        related Reserve Funds maintained for such purpose, out of collections on
        any related Defeasance Collateral or from any other source;

                 (iii) all Prepayment Premiums, Yield Maintenance Charges and
        late payment charges received in respect of any Serviced Loan;

                 (iv) all Insurance Proceeds, Condemnation Proceeds and
        Liquidation Proceeds received in respect of any Serviced Loan (including
        any amounts paid by a Mortgagor or received as Insurance Proceeds,
        Condemnation Proceeds and Liquidation Proceeds that represent recoveries
        for an Advance (or interest thereon) that was previously reimbursed to
        the party that made such Advance as either a Nonrecoverable Advance or
        as a Workout-Delayed Reimbursement Amount);

                 (v) 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 Pool Custodial Account;

                 (vi) 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 policy;

                 (vii) any amounts required to be transferred from an REO
        Account pursuant to Section 3.17(c);

                 (viii) insofar as they do not constitute Escrow Payments, any
        amounts paid by a Mortgagor specifically to cover items for which a
        Servicing Advance has been made; and

                 (ix) all amounts remitted or advanced by the applicable Lead
        Master Servicer in respect of the Non-Serviced Trust Loans pursuant to
        the applicable Lead PSA.

provided that any amounts described in clauses (i) through (iv) and (vi) through
(viii) above that relate to any Serviced Loan Group or any related REO Property
(other than Liquidation Proceeds derived from the sale of the Mortgage Loans to
or through the Companion Loan Noteholders pursuant to the Co-Lender Agreement or
as a Specially Serviced Loan pursuant to Section 3.19 or the repurchase of a
Mortgage Loan by a Mortgage Loan Seller) shall be deposited in the applicable
Loan Group Custodial Account, and, in any such case, shall thereafter be
transferred to the Pool Custodial Account as provided in Section 3.05A.

        The foregoing requirements for deposit in the Pool Custodial Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, Reserve Funds, assumption fees,
assumption application fees, funds representing a Mortgagor's payment of costs
and expenses associated with assumptions and defeasance, modification fees,
extension fees, charges for beneficiary statements or demands, amounts collected
for checks returned for insufficient funds and any similar fees not expressly
referred to in the prior paragraph need not be deposited by the Master Servicer
in the Pool Custodial Account. If the Master Servicer shall deposit in the Pool
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the Pool Custodial Account, any provision herein
to the contrary notwithstanding. The Master Servicer shall promptly deliver to
the Special Servicer, as additional special servicing compensation in accordance
with Section 3.11(c), all assumption fees and assumption application fees (or
the applicable portions thereof) and other transaction fees received by the
Master Servicer to which the Special Servicer is entitled pursuant to such
Section upon receipt of a written statement (on which the Master Servicer is
entitled to rely) of a Servicing Officer of the Special Servicer describing the
item and amount (unless pursuant to this Agreement it is otherwise clear that
the Special Servicer is entitled to such amounts, in which case a written
statement is not required). The Pool Custodial Account shall be maintained as a
segregated account, separate and apart from trust funds created for
mortgage-backed securities of other series and the other accounts of the Master
Servicer.

        Upon receipt of any of the amounts described in clauses (i) through (iv)
and (vi) through (viii) above with respect to any Mortgage Loan (other than any
Mortgage Loan that is part of a Serviced Loan Group), the Special Servicer shall
promptly, but in no event later than two Business Days after receipt, remit such
amounts to the Master Servicer for deposit into the Pool Custodial Account in
accordance with the second preceding paragraph, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property
(other than an REO Property that relates to a Loan Group) shall be deposited by
the Special Servicer into the Pool REO Account and thereafter remitted to the
Master Servicer for deposit into the Pool Custodial Account as and to the extent
provided in Section 3.17(c).

        If and when any Mortgagor under a Defeasance Loan that is a Serviced
Loan elects to defease all or any part of its Loan and, pursuant to the
provisions of the related Loan documents, delivers cash to the Master Servicer
to purchase the required Defeasance Collateral, the Master Servicer shall
establish and maintain one or more separate segregated accounts (collectively,
the "Defeasance Deposit Account"), in which the Master Servicer shall deposit
such cash within one Business Day of receipt by the Master Servicer. The Master
Servicer shall retain such cash in the Defeasance Deposit Account pending its
prompt application to purchase Defeasance Collateral. The Master Servicer shall
hold such cash and maintain the Defeasance Deposit Account on behalf of the
Mortgagor, as beneficial owner of the Defeasance Collateral, and the Trustee
and, in the case of the Loan Groups, the Companion Loan Noteholders, to secure
payment on the related Defeasance Loan. The Defeasance Deposit Account shall be
an Eligible Account. To the extent permitted by law or the applicable Defeasance
Loan, prior to the purchase of Defeasance Collateral, funds in the Defeasance
Deposit Account may be invested only in Permitted Investments in accordance with
the provisions of Section 3.06. The Master Servicer shall pay or cause to be
paid to the related Mortgagor(s) interest, if any, earned on the investment of
funds in the Defeasance Deposit Account, if required by law or the terms of the
related Loan(s).

        (b) The Trustee shall establish and maintain one or more trust accounts
(collectively, the "Distribution Account") to be held in trust for the benefit
of the Certificateholders. Each account that constitutes the Distribution
Account shall be an Eligible Account. The Distribution Account shall be deemed
to consist of four separate sub-accounts, which shall be established and
maintained on a book-entry basis: the Lower-Tier Distribution Account, the
Upper-Tier Distribution Account and the Interest Reserve Account. The Master
Servicer shall deliver to the Trustee each month on or before the Master
Servicer Remittance Date, for deposit in the Lower-Tier Distribution Account, an
aggregate amount of immediately available funds equal to the Master Servicer
Remittance Amount for such Master Servicer Remittance Date, together with, in
the case of the final Distribution Date, any additional amounts contemplated by
the second paragraph of Section 9.01.

        Notwithstanding anything herein to the contrary, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account and the Interest
Reserve Account may be maintained as part of a single Distribution Account.
Amounts actually deposited into or distributed from the Distribution Account
will be deemed to be deposited or distributed from the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account and the Interest Reserve Account,
as applicable.

        In addition, the Master Servicer shall, as and when required hereunder,
deliver to the Trustee (without duplication) for deposit in the Lower-Tier
Distribution Account:

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

                 (ii) any amounts required to be deposited by the Master
        Servicer pursuant to Section 3.20(a) in connection with Prepayment
        Interest Shortfalls.

        The Trustee shall, upon receipt, deposit in the Lower-Tier Distribution
Account, any and all amounts received by the Trustee that are required by the
terms of this Agreement to be deposited therein.

        Promptly on each Distribution Date, the Trustee 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 Distribution Amount and the amount of any Net Prepayment
Consideration for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(h) and
4.01(i), respectively.

        In the event that the Master Servicer fails, on any Master Servicer
Remittance Date, to remit to the Trustee any amount(s) required to be so
remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the date such payment was made.

        On the Master Servicer Remittance Date in March of each year (commencing
in March 200[_]), the Trustee shall transfer from the Interest Reserve Account
to the Lower-Tier Distribution Account all Interest Reserve Amounts then on
deposit in the Interest Reserve Account with respect to the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans.

        As and when required pursuant to Section 3.04(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Lower-Tier
Distribution Account.

        (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), which may be a sub-account of
the Distribution Account, to be held in trust for the benefit of the
Certificateholders and the Trust as Holder of the Uncertificated Lower-Tier
Interests. Each account that constitutes the Interest Reserve Account shall be
an Eligible Account. On each Distribution Date in February and, during a year
that is not a leap year, in January, prior to any distributions being made in
respect of the Certificates on such Distribution Date, the Trustee shall
withdraw from the Lower-Tier Distribution Account and deposit in the Interest
Reserve Account with respect to each Interest Reserve Mortgage Loan and Interest
Reserve REO Mortgage Loan, an amount equal to the Interest Reserve Amount, if
any, in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be,
for such Distribution Date.

        Notwithstanding that the Interest Reserve Account, the Lower-Tier
Distribution Account and the Upper-Tier Distribution Account may be sub-accounts
of the Distribution Account for reasons of administrative convenience, the
Interest Reserve Account, the Lower-Tier Distribution Account and the Upper-Tier
Distribution Account shall, for all purposes of this Agreement (including the
obligations and responsibilities of the Trustee hereunder), be considered to be
and shall be required to be treated as, separate and distinct accounts. The
Trustee shall indemnify and hold harmless the Trust Fund against any losses
arising out of the failure by the Trustee to perform its duties and obligations
hereunder as if such accounts were separate. The provisions of this paragraph
shall survive any resignation or removal of the Trustee and appointment of a
successor trustee.

        (d) If any Excess Liquidation Proceeds are received on the Mortgage
Pool, the Trustee shall establish and maintain one or more accounts
(collectively, the "Excess Liquidation Proceeds Account") to be held in trust
for the benefit of the Certificateholders. Each account that constitutes the
Excess Liquidation Proceeds Account shall be an Eligible Account. On each Master
Servicer Remittance Date, the Master Servicer shall withdraw from the Pool
Custodial Account and remit to the Trustee for deposit in the Excess Liquidation
Proceeds Account all Excess Liquidation Proceeds received during the Collection
Period ending on the Determination Date immediately prior to such Master
Servicer Remittance Date.

        (e) Funds in the Pool Custodial Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. Funds
in the Distribution Account (and all subaccounts thereof) and the Excess
Liquidation Proceeds Account shall remain uninvested. The Master Servicer shall
give notice to the Trustee, the Special Servicer and the Rating Agencies of the
location of the Pool Custodial Account as of the Closing Date and of the new
location of the Pool Custodial Account within two Business Days of any change
thereof. As of the Closing Date, the Distribution Account (and all subaccounts
thereof) and, when established, the Excess Liquidation Proceeds Account shall be
located at the Trustee's offices in [___________________]. The Trustee shall
give notice to the Master Servicer, the Special Servicer and the Rating Agencies
of any change in the location of the Distribution Account (and all subaccounts
thereof), the Interest Reserve Account, the Distribution Account or the Excess
Liquidation Proceeds Account prior to any change thereof.

        Section 3.04A.       Loan Group Custodial Account.

        (a) The Master Servicer shall establish and maintain, with respect to
each Serviced Loan Group, one or more sub-accounts of a single account (with
respect to each Loan Group, the "Loan Group Custodial Account") in which the
amounts described in clauses (i) through (ix) below shall be deposited and held
in trust for the benefit of the related Loan Group Noteholders, as their
interests may appear; provided that a Loan Group Custodial Account may be a
sub-account of another Custodial Account. Each of the Loan Group Custodial
Accounts shall be a subaccount of an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the applicable Loan Group Custodial Account,
within one Business Day of receipt (in the case of payments or other collections
on such Loan Group) or as otherwise required hereunder, the following payments
and collections received or made by the Master Servicer or on its behalf with
respect to the related Loan Group subsequent to the Cut-off Date (other than in
respect of principal and interest on such Loan Group due and payable on or
before the Cut-off Date, which payments shall be held pursuant to the terms of
the related Co-Lender Agreement, and other than amounts required to be deposited
in the Defeasance Deposit Account):

                 (i) all payments on account of principal of the applicable Loan
        Group, including Principal Prepayments, and regardless of whether those
        payments are made by the related Mortgagor or any related guarantor, out
        of any related Reserve Funds maintained for such purpose, out of
        collections on any related Defeasance Collateral or from any other
        source;

                 (ii) all payments on account of interest on the applicable Loan
        Group, including Default Interest, and regardless of whether those
        payments are made by the related Mortgagor or any related guarantor, out
        of any related Reserve Funds maintained for such purpose, out of
        collections on any related Defeasance Collateral or from any other
        source;

                 (iii) all Prepayment Premiums, Yield Maintenance Charges and/or
        late payment charges received in respect of the applicable Loan Group;

                 (iv) all Insurance Proceeds, Condemnation Proceeds and
        Liquidation Proceeds received in respect of the applicable Loan Group
        (other than Liquidation Proceeds derived from the sale of any Mortgage
        Loans to or through the related Subordinate Companion Loan Noteholder or
        the repurchase of a Mortgage Loan by a Mortgage Loan Seller, which shall
        be deposited directly into the Pool Custodial Account) (including any
        amounts paid by a Mortgagor or received as Insurance Proceeds,
        Condemnation Proceeds and Liquidation Proceeds that represent recoveries
        for an Advance (or interest thereon) that was previously reimbursed to
        the party that made such Advance as either a Nonrecoverable Advance or
        as a Workout-Delayed Reimbursement Amount);

                 (v) 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 applicable Loan Group
        Custodial Account;

                 (vi) any amounts required to be deposited by the Master
        Servicer or the Special Servicer pursuant to Section 3.07(b) in
        connection with losses with respect to the applicable Loan Group
        resulting from a deductible clause in a blanket hazard policy;

                 (vii) any amounts required to be transferred from the related
        Loan Group REO Account pursuant to Section 3.17(c);

                 (viii) insofar as they do not constitute Escrow Payments, any
        amounts paid by the related Mortgagor with respect to the applicable
        Loan Group specifically to cover items for which a Servicing Advance has
        been made; and

                 (ix) any P&I Advances required to be made by the Master
        Servicer with respect to a Loan Group Trust Mortgage Loan in accordance
        with Section 4.03A.

        The foregoing requirements for deposit in the applicable Loan Group
Custodial Account shall be exclusive. Notwithstanding the foregoing, actual
payments from the related Mortgagor in respect of all Loan Groups in the nature
of Escrow Payments, Reserve Funds, assumption fees, assumption application fees,
funds representing such Mortgagor's payment of costs and expenses associated
with assumptions and defeasance, modification fees, extension fees, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds and any similar fees not expressly referred to in the prior
paragraph need not be deposited by the Master Servicer in the applicable Loan
Group Custodial Account. If the Master Servicer shall deposit into a Loan Group
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from such Loan Group Custodial Account, any provision
herein to the contrary notwithstanding. The Master Servicer shall promptly
deliver to the Special Servicer, as additional special servicing compensation in
accordance with Section 3.11(c), all assumption fees and assumption application
fees (or the applicable portions thereof) and other transaction fees received by
the Master Servicer with respect to all Loan Groups, to which the Special
Servicer is entitled pursuant to such section, upon receipt of a written
statement of a Servicing Officer of the Special Servicer describing the item and
amount (unless pursuant to this Agreement it is otherwise clear that the Special
Servicer is entitled to such amounts, in which case a written statement is not
required). Each Loan Group Custodial Account shall be maintained as a segregated
account, separate and apart from trust funds created for mortgage-backed
securities of other series and the other accounts of the Master Servicer.

        Upon receipt of any of the amounts described in clauses (i) through (iv)
and (viii) above with respect to a Loan Group, the Special Servicer shall
promptly, but in no event later than one Business Day after receipt, remit such
amounts to the Master Servicer for deposit into the related Loan Group Custodial
Account in accordance with the second preceding paragraph, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property
that relates to any Loan Group shall initially be deposited by the Special
Servicer into the related REO Account and thereafter remitted to the Master
Servicer for deposit into the related Loan Group Custodial Account, all in
accordance with Section 3.17(c).

        (f) If and when the related Mortgagor elects to defease a Serviced Loan
Group, the provisions of the last paragraph of Section 3.04(a) relating to the
Defeasance Deposit Account shall apply.

        (g) The Master Servicer shall give notice to the Trustee, the related
Companion Loan Noteholders and the Special Servicer of the location of the
related Loan Group Custodial Account when first established and of the new
location of such Custodial Account prior to any change thereof.

        (h) With respect to the Companion Loans for the Tier 3 Loan Group, as to
which a separate primary servicer is collecting the Monthly Payment on the
related Companion Loan, all Monthly Payments in respect of the related Companion
Loan will be made directly to such primary servicer until (i) either the
Companion Loan or the related Loan Group Trust Mortgage Loan is accelerated,
(ii) the occurrence and continuation of a monetary event of default under the
Loan Group or (iii) the occurrence and continuation of an event of default under
the related Loan Group caused by certain insolvency actions as set forth in the
related intercreditor agreement.

        Section 3.05         Permitted Withdrawals From the Pool Custodial
Account, the Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account.

        (a) The Master Servicer may, from time to time, make withdrawals from
the Pool Custodial Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

                 (i) to remit to the Trustee for deposit in the Distribution
        Account the amounts required to be so deposited pursuant to the first
        paragraph of Section 3.04(b), and any amounts that may be applied to
        make P&I Advances pursuant to Section 4.03(a);

                 (ii) to reimburse the Trustee and itself, in that order, for
        unreimbursed P&I Advances made thereby with respect to the Mortgage Pool
        (excluding any P&I Advances made with respect to any Mortgage Loan that
        is part of a Serviced Loan Group and any related REO Loans), the
        Trustee's and Master Servicer's, as the case may be, respective rights
        to reimbursement pursuant to this clause (ii) with respect to any such
        P&I Advance being limited to amounts on deposit in the Pool Custodial
        Account that represent Late Collections of interest and principal (net
        of the related Master Servicing Fees and any related Workout Fees or
        Liquidation Fees) received in respect of the particular Mortgage Loan or
        REO Mortgage Loan as to which such P&I Advance was made; provided,
        however, that if any P&I Advance that was made with respect to the
        Mortgage Pool (including any Mortgage Loans that are part of a Serviced
        Loan Group and any related REO Loans) 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 all of the Mortgage Loans and REO Properties on deposit in
        the Pool Custodial Account from time to time that represent collections
        or recoveries of principal to the extent provided in clause (vii) below
        until such Advance becomes a Nonrecoverable Advance;

                 (iii) to pay (A) to itself earned and unpaid Master Servicing
        Fees with respect to the Mortgage Pool (exclusive of the Serviced Loan
        Group Trust Mortgage Loans and any related REO Mortgage Loans), the
        Master Servicer's right to payment pursuant to this clause (iii)(A) with
        respect to any such Master Servicing Fees being limited to amounts on
        deposit in the Pool Custodial Account that are allocable as a recovery
        of interest on or in respect of the Mortgage Loan or REO Mortgage Loan
        as to which such Master Servicing Fees were earned, and (B) to itself,
        out of general collections on the Mortgage Pool on deposit in the Pool
        Custodial Account, any Master Servicing Fee earned in respect of any
        Mortgage Loan or REO Mortgage Loan (including any Loan Group Trust
        Mortgage Loans and/or any related REO Mortgage Loans, to the extent not
        paid from the related Loan Group Custodial Account pursuant to Section
        3.05A) that remains unpaid after the application of clause (A) above
        following a Final Recovery Determination made with respect to such
        Mortgage Loan or the related REO Property and the deposit into the Pool
        Custodial Account of all amounts received in connection with such Final
        Recovery Determination;

                 (iv) to pay to the Special Servicer, out of general collections
        on the Mortgage Pool on deposit in the Pool Custodial Account, earned
        and unpaid Special Servicing Fees in respect of each Specially Serviced
        Loan and REO Mortgage Loan (including the Loan Group Trust Mortgage
        Loans and/or any related REO Mortgage Loans, to the extent not paid from
        the related Loan Group Custodial Account pursuant to Section 3.05A);

                 (v) to pay the Special Servicer (or, if applicable, a
        predecessor Special Servicer) any earned and unpaid Workout Fees and
        Liquidation Fees in respect of each Specially Serviced Loan, Corrected
        Loan and/or REO Mortgage Loan (including the Loan Group Trust Mortgage
        Loans and/or any related REO Mortgage Loans, to the extent not paid from
        the related Loan Group Custodial Account pursuant to Section 3.05A), as
        applicable, in the amounts and from the sources specified in Section
        3.11(b);

                 (vi) to reimburse the Trustee, itself and the Special Servicer,
        in that order, for any unreimbursed Servicing Advances made thereby with
        respect to any Mortgage Loan or REO Property (other than the Loan Group
        Trust Mortgage Loans and/or any related REO Properties), the Trustee's,
        the Master Servicer's and the Special Servicer's respective rights to
        reimbursement pursuant to this clause (vi) with respect to any Servicing
        Advance being limited to amounts on deposit in the Pool Custodial
        Account that represent payments made by the related Mortgagor to cover
        the item for which such Servicing Advance was made, and to amounts on
        deposit in the Pool Custodial Account that represent Liquidation
        Proceeds (net of Liquidation Fees or Workout Fees payable therefrom),
        Condemnation Proceeds, Insurance Proceeds and, if applicable, REO
        Revenues received in respect of the particular Mortgage Loan or REO
        Property as to which such Servicing Advance was made; 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
        all of the Mortgage Loans and REO Properties on deposit in the Pool
        Custodial Account from time to time that represent collections or
        recoveries of principal to the extent provided in clause (vii) below
        until such Advance becomes a Nonrecoverable Advance;

                 (vii) to reimburse the Trustee, itself and the Special
        Servicer, in that order, out of general collections on the Mortgage Pool
        on deposit in the Pool Custodial Account for (1)(a) any unreimbursed
        Advances that have been or are determined to be Nonrecoverable Advances
        and (b) with respect to the [___________________] Loan Group and the
        [___________________] Loan Group, to reimburse the 200[_]-[___] Trustee
        or the 200[_]-[___] Trustee, as applicable, and the 200[_]-[___] Master
        Servicer or 200[_]-[___] Master Servicer, as applicable, in that order,
        for any unreimbursed servicing advances made by any such party pursuant
        to the 200[_]-[___] PSA or 200[_]-[___] PSA, as applicable, in respect
        of such Loan Group that have been or are determined to be nonrecoverable
        advances pursuant to the terms of the 200[_]-[___] PSA or 200[_]-[___]
        PSA, as applicable (up to, with respect to Servicing Advances, the
        corresponding Loan Group Trust Mortgage Loan's proportionate share of
        such advance, or if such amount, together with amounts available in the
        trust fund created under the 200[_]-[___] PSA or the 200[_]-[___] PSA,
        as applicable, is insufficient to reimburse the party that made such
        advance, then up to the full amount of such advance), and (2) for any
        Workout-Delayed Reimbursement Amounts, such reimbursement to be made out
        of the principal portion of the general collections on the Mortgage
        Loans and REO Properties, net of such amounts being reimbursed pursuant
        to clause (1) above, until such Workout-Delayed Reimbursement Amount
        becomes a Nonrecoverable Advance, in which event it shall be
        reimbursable pursuant to clause (1) above; provided that the amounts
        referred to in clause (1) above may be withdrawn over time in accordance
        with Section 3.05(e);

                 (viii) to pay the Trustee, itself and the Special Servicer, in
        that order, any interest accrued and payable in accordance with Section
        3.12(b), 4.03(d) or 4.03A(d), as applicable, on any Advance made thereby
        with respect to the Mortgage Pool (exclusive of the Serviced Loan Group
        Trust Mortgage Loans and any related REO Mortgage Loans), the Trustee's,
        the Master Servicer's and the Special Servicer's respective rights to
        payment pursuant to this clause (viii) with respect to interest on any
        such Advance being limited to amounts on deposit in the Pool Custodial
        Account that represent Default Charges collected on or in respect of the
        related Mortgage Loan during the Collection Period in which such Advance
        is reimbursed, as and to the extent contemplated by Sections 3.27(a) and
        (b);

                 (ix) to pay, out of general collections on the Mortgage Pool on
        deposit in the Pool Custodial Account, the Trustee, itself and the
        Special Servicer, in that order, any interest accrued and payable in
        accordance with Section 3.12(b), 4.03(d) or 4.03A(d), as applicable, (i)
        on any Advance (including any Advance that constitutes a Workout-Delayed
        Reimbursement Amount) made thereby with respect to the Mortgage Pool or
        (ii) any servicing advance made by the 200[_]-[___] Master Servicer or
        the 200[_]-[___] Master Servicer, as applicable, the 200[_]-[___]
        Special Servicer or the 200[_]-[___] Special Servicer, as applicable,
        the 200[_]-[___] Trustee or the 200[_]-[___] Trustee, as applicable;

                 (x) to pay, out of amounts on deposit in the Pool Custodial
        Account that represent Default Charges collected on or in respect of the
        related Mortgage Loan and not otherwise applied as contemplated by
        clause (viii) above, any unpaid expense (other than interest accrued on
        Advances, which is payable pursuant to clause (viii) above, and other
        than Special Servicing Fees, Liquidation Fees and Workout Fees) incurred
        with respect to any Mortgage Loan or REO Mortgage Loan that, if paid
        from a source other than Default Charges, would constitute an Additional
        Trust Fund Expense, as and to the extent contemplated by Sections
        3.27(a) and (b);

                 (xi) to pay, out of general collections on the Mortgage Pool on
        deposit in the Pool Custodial Account, (A) costs and expenses incurred
        by the Trust Fund pursuant to Section 3.09(c) (other than the costs of
        environmental testing, which are to be covered by, and reimbursable as,
        a Servicing Advance), (B) the cost of an independent appraiser or other
        expert in real estate matters retained pursuant to Sections 3.12(d),
        3.19(g), or 4.03(c), and (C) the fees of any Independent Contractor
        retained with respect to any related REO Property pursuant to Section
        3.18(d) (to the extent that it has not paid itself such fees prior to
        remitting collections on such REO Property to the Special Servicer);
        provided that, in the case of a Loan Group Mortgaged Property, any
        payment pursuant to this clause (xi) is to be made only to the extent
        that it would not ultimately be payable out of collections on or in
        respect of the related Loan Group;

                 (xii) to pay itself, as additional servicing compensation in
        accordance with Section 3.11(a), (A) interest and investment income
        earned in respect of amounts held in the Pool Custodial Account as
        provided in Section 3.06(b), but only to the extent of the Net
        Investment Earnings with respect to the Pool Custodial Account for any
        Collection Period, (B) Prepayment Interest Excesses collected on the
        Mortgage Pool (exclusive of the Serviced Loan Group Trust Mortgage
        Loans) and (C) Net Default Charges (after application pursuant to
        Sections 3.27(a) and (b)) actually collected that accrued in respect of
        Mortgage Loans (other than the Serviced Loan Group Trust Mortgage Loans)
        that are not Specially Serviced Loans, and to pay the Special Servicer,
        as additional special servicing compensation in accordance with Section
        3.11(c), Net Default Charges (after application pursuant to Sections
        3.27(a) and (b)) actually collected that accrued in respect of Specially
        Serviced Loans and REO Mortgage Loans (other than the Serviced Loan
        Group Trust Mortgage Loans and/or any related REO Mortgage Loans);

                 (xiii) to pay itself, the Special Servicer, the Depositor, or
        any of their respective members, managers, directors, officers,
        employees and agents, as the case may be, out of general collections on
        the Mortgage Pool on deposit in the Pool Custodial Account, any amounts
        payable to any such Person pursuant to Section 6.03; provided that such
        payment does not relate solely to the Companion Loans;

                 (xiv) to pay, out of general collections on the Mortgage Pool
        on deposit in the Pool Custodial Account, for (A) the cost of the
        Opinion of Counsel contemplated by Section 12.02(a), (B) the cost of an
        Opinion of Counsel contemplated by Section 12.01(a) or 12.01(c) in
        connection with any amendment to this Agreement requested by the Master
        Servicer or the Special Servicer that protects or is in furtherance of
        the rights and interests of Certificateholders, and (C) the cost of
        recording this Agreement in accordance with Section 12.02(a);

                 (xv) to pay itself, the Special Servicer, any Controlling Class
        Certificateholder or any other Person, 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 that have been deposited in the Pool Custodial
        Account;

                 (xvi) to pay, in accordance with Section 3.12(e), out of
        general collections on the Mortgage Pool on deposit in the Pool
        Custodial Account, any servicing expenses, that would, if advanced,
        constitute Nonrecoverable Servicing Advances (including servicing
        expenses that relate to, and are allocable to, any related REO Loan, but
        excluding servicing expenses that relate solely to the Companion Loans
        or any related REO Loans), to the extent no funds are available therefor
        in the related Loan Group Custodial Account;

                 (xvii) on each Master Servicer Remittance Date, to transfer
        Excess Liquidation Proceeds in respect of the Mortgage Pool to the
        Trustee, for deposit in the Excess Liquidation Proceeds Account, in
        accordance with Section 3.04(d);

                 (xviii) to pay any other amounts due the Lead Master Servicer
        or Lead Special Servicer, as applicable under a Lead PSA to the extent
        required under the related Co-Lender Agreement; and

                 (xix) to clear and terminate the Pool Custodial Account at the
        termination of this Agreement pursuant to Section 9.01.

        The Master Servicer shall keep and maintain separate accounting records,
on a loan-by-loan basis when appropriate, in connection with any withdrawal from
the Pool Custodial Account pursuant to clauses (ii) through (xviii) above.

        The Master Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer) or the Trustee from the
Pool Custodial Account, amounts permitted to be paid to the Special Servicer (or
to any such third party contractor) or the Trustee therefrom promptly upon
receipt of a written statement of a Servicing Officer of the Special Servicer or
of a Responsible Officer of the Trustee describing the item and amount to which
the Special Servicer (or such third party contractor) or the Trustee, as
applicable, is entitled (unless such payment to the Special Servicer or the
Trustee (for example, the Trustee Fee), as the case may be, is clearly required
pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and
shall have no duty to re-calculate the amounts stated therein. With respect to
any reimbursement to be made hereunder to the 200[_]-[___] Master Servicer or
200[_]-[___] Master Servicer, as applicable, the 200[_]-[___] Special Servicer
or 200[_]-[___] Special Servicer, as applicable, the 200[_]-[___] Trustee or
200[_]-[___] Trustee, as applicable, the Master Servicer may conclusively rely
on a written statement from such party delivered to the Master Servicer that
such advance made is nonrecoverable under the terms of the 200[_]-[___] PSA or
200[_]-[___] PSA, as applicable.

        The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Loan and REO Property, on a loan-by-loan basis, for the
purpose of justifying any request for withdrawal from the Pool Custodial
Account. With respect to each Mortgage Loan for which it makes an Advance, the
Trustee shall keep and maintain separate accounting, on a loan-by-loan basis,
for the purpose of justifying any request for withdrawal from the Pool Custodial
Account for reimbursements of Advances or interest thereon.

        (b) Promptly on each Distribution Date, the Trustee 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 Distribution Amount and the amount of any Net Prepayment
Consideration for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(h) and
4.01(i), respectively. The Trustee may, from time to time, make withdrawals from
the Distribution Account (which in the case of clauses (ii) through (vii) shall
be deemed to have been withdrawn from the Lower-Tier Distribution Account) for
any of the following purposes (in no particular order of priority):

                 (i) to make distributions to Certificateholders from the
        applicable sub-account on each Distribution Date pursuant to Section
        4.01 or 9.01, as applicable;

                 (ii) to pay (A) the Trustee or any of their respective
        directors, officers, employees and agents, as the case may be, out of
        general collections on the Mortgage Loans on deposit in the Distribution
        Account, any amounts payable or reimbursable to any such Person pursuant
        to Section 7.01(b) and/or Section 8.05, as applicable, and (B) as and
        when contemplated by Section 8.08, the cost of the Trustee's
        transferring Mortgage Files and other documents to a successor after
        being terminated by Certificateholders pursuant to Section 8.07(c)
        without cause;

                 (iii) to pay, out of general collections on the Mortgage Loans
        on deposit in the Distribution Account, for the cost of the Opinions of
        Counsel sought by the Trustee or the Tax Administrator (A) as provided
        in clause (iv) of the definition of "Disqualified Organization," (B) as
        contemplated by Section 10.01(i), 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 which amendment is in furtherance of the rights
        and interests of Certificateholders;

                 (iv) to pay, out of general collections on the Mortgage Loans
        on deposit in the Distribution Account, any and all federal, state and
        local taxes imposed on the REMIC Pool or on the assets or transactions
        of the REMIC Pool, together with all incidental costs and expenses, to
        the extent none of the Trustee, the Tax Administrator, the Master
        Servicer or the Special Servicer is liable therefor pursuant to Section
        10.01(j);

                 (v) to pay the Tax Administrator, out of general collections on
        the Mortgage Loans on deposit in the Distribution Account, any amounts
        reimbursable to it pursuant to Section 10.01(f);

                 (vi) to pay the Master Servicer any amounts deposited by the
        Master Servicer in the Distribution Account in error;

                 (vii) to transfer Interest Reserve Amounts in respect of the
        Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage
        Loans from the Distribution Account to the Interest Reserve Account as
        and when required by Section 3.04(c); and

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

        On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (vii) above from the Distribution Account (which will be deemed to be
withdrawn from the Lower-Tier Distribution Account) prior to making
distributions to Certificateholders on such Distribution Date.

        (c) On each Master Servicer Remittance Date in March (commencing in
March 200[_]), the Trustee shall withdraw from the Interest Reserve Account and
deposit in the Lower-Tier Distribution Account all Interest Reserve Amounts that
have been deposited in the Interest Reserve Account in respect of the Interest
Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans during
February and/or January of the same year in accordance with Section 3.04(c).

        (d) On each Master Servicer Remittance Date, the Trustee shall withdraw
from the Excess Liquidation Proceeds Account and deposit in the Lower-Tier
Distribution Account, for distribution on the following Distribution Date, an
amount equal to the lesser of (i) the entire amount, if any, then on deposit in
the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Interest Certificates
on such Distribution Date pursuant to Sections 4.01(a) and 4.01(b), over the
Available Distribution Amount for such Distribution Date (calculated without
regard to such transfer from the Excess Liquidation Proceeds Account to the
Distribution Account); provided that on the Master Servicer Remittance Date
immediately prior to the Final Distribution Date, the Trustee shall withdraw
from the Excess Liquidation Proceeds Account and deposit in the Lower-Tier
Distribution Account, for distribution on such Distribution Date, any and all
amounts then on deposit in the Excess Liquidation Proceeds Account.

        (e) Notwithstanding anything to the contrary contained herein, upon a
determination that a previously made Advance is a Nonrecoverable Advance,
instead of obtaining reimbursement out of general collections on the Mortgage
Pool on deposit in the Pool Custodial Account immediately as contemplated by
Section 3.05(a)(vii), the Master Servicer, the Special Servicer or the Trustee,
as applicable, may, in its sole discretion, elect to obtain reimbursement for
such Nonrecoverable Advance over time and the unreimbursed portion of such
Advance will accrue interest at the Prime Rate. At any time after such a
determination to obtain reimbursement over time (not to exceed a period longer
than 12 months), the Master Servicer, the Special Servicer or the Trustee, as
applicable, may, in its sole discretion, decide to obtain reimbursement
immediately. The fact that a decision to recover such Nonrecoverable Advances
over time, or not to do so, benefits some Classes of Certificateholders to the
detriment of other Classes shall not constitute a violation of the Servicing
Standard by the Master Servicer or the Special Servicer or be deemed a breach of
any fiduciary duty of the Trustee to Certificateholders by the Trustee, or a
breach of a contractual obligation by the Master Servicer, the Special Servicer
or the Trustee. The Master Servicer's, the Special Servicer's or the Trustee's
agreement to defer reimbursements of Nonrecoverable Advances as set forth in
this Section 3.05(e) is an accommodation to the Certificateholders and is not to
be construed as on obligation on the part of the Master Servicer, Special
Servicer or Trustee or a right of the Certificateholders.

        To the extent a Nonrecoverable Advance with respect to a Mortgage Loan
is required to be reimbursed from general collections on the Mortgage Loans
pursuant to clauses (vi) or (vii) of Section 3.05(a), such reimbursement shall
be allocated first, to the principal portion of the general collections
available on the Mortgage Loans. To the extent a Workout-Delayed Reimbursement
Amount is reimbursed pursuant to clause (vii) of Section 3.05(a), such
reimbursement shall be limited to an amount equal to, and be allocable solely
to, principal collections available on the Mortgage Loans, net of amounts paid
pursuant to the previous sentence until it becomes a Nonrecoverable Advance.

        The Master Servicer shall give each Rating Agency at least 15 days
notice prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Pool Custodial Account allocable to interest on the Trust Mortgage Loans
unless (1) the Master Servicer determines in its sole discretion that waiting 15
days after such a notice could jeopardize the Master Servicer's ability to
recover Nonrecoverable Advances, (2) changed circumstances or new or different
information becomes known to the Master Servicer that could affect or cause a
determination of whether any Advance is a Nonrecoverable Advance, whether to
defer reimbursement of a Nonrecoverable Advance or the determination in clause
(1) above, or (3) the Master Servicer has not timely received from the Trustee
information requested by the Master Servicer to consider in determining whether
to defer reimbursement of a Nonrecoverable Advance; provided that, if clause
(1), (2) or (3) apply, the Master Servicer shall give each Rating Agency notice
of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in
the Pool Custodial Account allocable to interest on the Trust Mortgage Loans as
soon as reasonably practicable in such circumstances. The Master Servicer shall
have no liability for any loss, liability or expense resulting from any notice
provided to each Rating Agency contemplated by the immediately preceding
sentence.

        (f) In the event that servicing advances on the [___________________]
Loan Group and the [___________________] Loan Group have been made with respect
to the [___________________] Loan Group or [___________________] Loan Group
under the 200[_]-[___] PSA or 200[_]-[___] PSA, as applicable, by the
200[_]-[___] Master Servicer or 200[_]-[___] Master Servicer, as applicable, the
200[_]-[___] Special Servicer or 200[_]-[___] Special Servicer, as applicable,
the 200[_]-[___] Trustee or 200[_]-[___] Trustee, as applicable, a subsequent
determination has been made that such advance constitutes a nonrecoverable
advance, the party that made such advance shall be entitled to a reimbursement
of such advance with interest thereon as set forth in the 200[_]-[___] PSA or
200[_]-[___] PSA, as applicable, from general collections on all Mortgage Loans
in the Pool Custodial Account (up to the related Loan Group Trust Mortgage
Loan's proportionate share of such servicing advance, or if such amount together
with amounts available from general collections in the custodial account created
under the 200[_]-[___] PSA or 200[_]-[___] PSA, as applicable, is insufficient
to reimburse the party that made such servicing advance, then up to the full
amount of such servicing advance and interest thereon).

        Section 3.05A.       Permitted Withdrawals From the Loan Group Custodial
Account.

        The Master Servicer may, from time to time, make withdrawals from the
applicable Loan Group Custodial Account, for any of the following purposes (the
order set forth below not constituting an order of priority for such
withdrawals), such amounts being allocated among the Loans in the Loan Group as
provided in the related Co-Lender Agreement:

                 (i) to make remittances each month on or before the Master
        Servicer Remittance Date therein, in an aggregate amount of immediately
        available funds equal to the applicable Loan Group Remittance Amount, to
        the Trust (as holder of the Loan Group Trust Mortgage Loans or any
        related REO Mortgage Loans) and the related Companion Loan Noteholder,
        in accordance with the applicable provisions of the related Co-Lender
        Agreement, as applicable, such remittances to the Trust to be made into
        the Pool Custodial Account;

                 (ii) to reimburse, first, the Trustee, and last, itself, in
        that order, for unreimbursed P&I Advances made by such party (with its
        own funds) with respect to the related Loan Group Trust Mortgage Loan,
        any such party's rights to reimbursement pursuant to this clause (ii)
        with respect to any such P&I Advance being limited to amounts on deposit
        in the applicable Loan Group Custodial Account that represent late
        collections of interest and principal (net of the related Master
        Servicing Fees and any related Workout Fees or Liquidation Fees)
        received in respect of the particular Loan Group Trust Mortgage Loan (as
        allocable thereto pursuant to the related Loan documents and the related
        Co-Lender Agreement);

                 (iii) to pay to itself earned and unpaid Master Servicing Fees
        with respect to the related Loan Group (or any successor REO Loans), the
        Master Servicer's respective rights to payment pursuant to this clause
        (iii) with respect to any Loan (or any successor REO Loan) in such Loan
        Group being limited to amounts on deposit in the related Loan Group
        Custodial Account that were received on or in respect of such Loan (or
        successor REO Loan) and are allocable as a recovery of interest thereon;

                 (iv) to reimburse, first, the Trustee, and last, itself, in
        that order, for any unreimbursed P&I Advances made by such party (with
        its own funds) with respect to the related Loan Group Trust Mortgage
        Loan that such party has determined are Nonrecoverable Advances, such
        party's rights to reimbursement pursuant to this clause (iv) with
        respect to any such P&I Advance being limited to amounts on deposit in
        the applicable Loan Group Custodial Account that were received in
        respect of the particular Loan Group Trust Mortgage Loan (as allocable
        thereto pursuant to the related Loan documents and the related Co-Lender
        Agreement), in the Loan Group as to which such P&I Advance was made;

                 (v) to pay to the Special Servicer earned and unpaid Special
        Servicing Fees in respect of the related Loan Group while any Loan in
        such Loan Group constitutes a Specially Serviced Loan and after the Loan
        Group Mortgaged Properties become REO Properties;

                 (vi) to pay the Special Servicer (or, if applicable, a
        predecessor Special Servicer) earned and unpaid Workout Fees and
        Liquidation Fees in respect of the related Loan Group, in the amounts
        and from the sources specified in Section 3.11(b);

                 (vii) to reimburse first, the Trustee, second, itself and last,
        the Special Servicer, in that order, for any unreimbursed Servicing
        Advances made thereby with respect to the related Loan Group or any
        related REO Properties, any such party's respective rights to
        reimbursement pursuant to this clause (vii) with respect to any
        Servicing Advance being limited to amounts on deposit in the applicable
        Loan Group Custodial Account that represent payments made by the related
        Mortgagor to cover the item for which such Servicing Advance was made,
        and to amounts on deposit in the related Loan Group Custodial Account
        that represent Liquidation Proceeds (net of Liquidation Fees payable
        therefrom), Condemnation Proceeds, Insurance Proceeds and, if
        applicable, REO Revenues received in respect of the related Loan Group
        or related Loan Group REO Properties as to which such Servicing Advance
        was made;

                 (viii) to reimburse, first, the Trustee, second, itself and
        last the Special Servicer, in that order, out of general collections in
        the Loan Group Custodial Account, for any unreimbursed Servicing
        Advances made thereby with respect to the related Loan Group or any
        related REO Properties that such party has determined are Nonrecoverable
        Advances, such amounts being allocated among the Loans in the Loan Group
        as provided in the related Co-Lender Agreement; provided that such
        amounts may be withdrawn over time in accordance with Section 3.05A(b);

                 (ix) to pay first, the Trustee, second, itself and last, the
        Special Servicer, in that order, any interest accrued on any Advance
        made thereby with respect to the Loans in the related Loan Group or with
        respect to the related Loan Group Mortgaged Properties, any such party's
        respective right to payment pursuant to this clause (ix) with respect to
        interest on any Advance being permitted to be satisfied (A) first, out
        of any amounts on deposit in the applicable Loan Group Custodial Account
        that represent Default Charges collected during the same Collection
        Period in which such Advance is reimbursed, as and to the extent
        contemplated by Section 3.27(c), and (B) second, to the extent that the
        Default Charges described in the immediately preceding clause (A) are
        insufficient, but only if such Advance is being reimbursed at the same
        time or if such Advance has been previously reimbursed, out of any
        amounts on deposit in the applicable Loan Group Custodial Account that
        represent any other collections on or in respect of the related Loan
        Group;

                 (x) to pay for (A) costs and expenses incurred with respect to
        the Loan Group Mortgaged Properties pursuant to Section 3.09(c) (other
        than the costs of environmental testing, which are to be covered by, and
        reimbursable as, a Servicing Advance), (B) the costs and expenses of
        obtaining appraisals of the Loan Group Mortgaged Properties pursuant to
        Section 3.12(d) or 4.03A(c), as applicable, and (C) the fees of any
        Independent Contractor retained with respect to any related Loan Group
        REO Property pursuant to Section 3.18(d) (to the extent that it has not
        paid itself such fees prior to remitting collections on such REO
        Property to the Special Servicer);

                 (xi) to pay itself, as additional servicing compensation in
        accordance with Section 3.11(a), (A) interest and investment income
        earned in respect of amounts held in the applicable Loan Group Custodial
        Account as provided in Section 3.06(b), but only to the extent of the
        Net Investment Earnings with respect to the applicable Loan Group
        Custodial Account for any Collection Period and (B) Net Default Charges
        (after application pursuant to Section 3.27(c)) actually collected that
        accrued in respect of the Companion Loans during a period that they were
        not Specially Serviced Loans and the Loan Group Mortgaged Properties
        were not REO Properties, and to pay the Special Servicer, as additional
        special servicing compensation in accordance with Section 3.11(c), Net
        Default Charges (after application pursuant to Section 3.27(c)) actually
        collected that accrued in respect of the Companion Loans during a period
        that they were Specially Serviced Loans or the Loan Group Mortgaged
        Properties were REO Properties;

                 (xii) to pay itself, the Special Servicer or any of their
        respective members, managers, directors, officers, employees and agents,
        as the case may be, any amounts payable to any such Person pursuant to
        Section 6.03, to the extent such amounts relate to the related Loan
        Group;

                 (xiii) to pay for the cost of recording the Co-Lender Agreement
        and any required opinion of counsel related thereto and, to the extent
        applicable pursuant to Section 12.02(a), the allocable portion of the
        cost of the Opinion of Counsel contemplated by Section 12.02(a) or
        12.01(c) in connection with any amendment to this Agreement requested by
        the Master Servicer or the Special Servicer that protects or is in
        furtherance of the rights and interests of the Certificateholders;

                 (xiv) [Reserved];

                 (xv) to pay, in accordance with Section 3.12(e), out of
        collections on the related Loan Group on deposit in the related Loan
        Group Custodial Account, any servicing expenses with respect to the
        related Loans, that would, if advanced, constitute Nonrecoverable
        Servicing Advances (provided that servicing expenses that relate solely
        to a Serviced Companion Loan or any related REO Loans will be paid
        solely from funds allocable thereto;

                 (xvi) to transfer to the Pool Custodial Account all amounts
        representing Default Charges actually collected that accrued in respect
        of the Loan Group Trust Mortgage Loans or any successor REO Mortgage
        Loans in respect of the Loan Group Trust Mortgage Loans, to the extent
        such Default Charges were not applied to offset interest on Advances
        pursuant to clause (viii)(B) above (to be applied in accordance with
        Sections 3.27(a) and (b)); and

                 (xvii) to clear and terminate the applicable Loan Group
        Custodial Account at the termination of this Agreement pursuant to
        Section 9.01.

        The Master Servicer shall keep and maintain separate accounting records
in connection with each Loan Group Custodial Account, including but not limited
to, any withdrawal from each Loan Group Custodial Account, pursuant to clauses
(ii) through (xvi) above.

        The Master Servicer shall pay to each of the Special Servicer (or to
third party contractors at the direction of the Special Servicer) and the
Trustee, as applicable, from the applicable Loan Group Custodial Account,
amounts permitted to be paid thereto from such account promptly upon receipt of
a written statement of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee, as the case may be, describing the item and
amount to which the Special Servicer (or such third party contractor) or the
Trustee, as the case may be, is entitled (unless such payment to the Special
Servicer or the Trustee, as the case may be, is clearly required pursuant to
this Agreement, in which case a written statement is not required). The Master
Servicer may rely conclusively on any such written statement and shall have no
duty to re-calculate the amounts stated therein. The parties seeking payment
pursuant to this Section shall each keep and maintain separate accounting for
the purpose of justifying any request for withdrawal from each Loan Group
Custodial Account, on a loan-by-loan basis.

        In the event that the Master Servicer fails, on any Loan Group
Remittance Date, to remit to the Companion Loan Noteholders any amount(s)
required to be so remitted to such Companion Loan Noteholders hereunder by such
date, the Master Servicer shall pay such Companion Loan Noteholders, for the
account of such Companion Loan Noteholders, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the date of remittance.

        Section 3.06 Investment of Funds in the Servicing Accounts, the Reserve
Accounts, the Defeasance Deposit Account, the Custodial Accounts and the REO
Accounts.

        (a) The Master Servicer may direct in writing any depository institution
maintaining a Servicing Account, a Reserve Account, the Defeasance Deposit
Account or a Custodial Account (each, for purposes of this Section 3.06, an
"Investment Account"), and the Special Servicer may direct in writing any
depository institution maintaining an 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 in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, 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; provided that in the case of any Servicing
Account, any Reserve Account or the Defeasance Deposit Account, such investment
direction shall be subject to the related Loan documents and applicable law.
Funds in the Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account will remain uninvested. 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) and, in the case of a Permitted Investment in any
Investment Account solely related to a Loan Group, the related Companion Loan
Noteholders. The Master Servicer (with respect to Permitted Investments of
amounts in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account and the Custodial Accounts) and the Special Servicer (with respect to
Permitted Investments of amounts in the REO Accounts), on behalf of the Trustee
and, in the case of any Investment Account solely related to a Loan Group, the
related Companion Loan Noteholders, shall (and the Trustee hereby designates the
Master Servicer and the Special Servicer, as applicable, as the Person that
shall) (i) be the "entitlement holder" of any Permitted Investment that is a
"security entitlement" and (ii) maintain "control" of any Permitted Investment
that is a "certificated security," "uncertificated security" or "deposit
account." For purposes of this Section 3.06(a), (i) the terms "entitlement
holder," "security entitlement," "control" (except with respect to deposit
accounts), "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
the terms "control" (with respect to deposit accounts) and "deposit account"
shall have the meanings given such terms in Revised Article 9 (1998 Revision) of
the UCC, and (ii) "control" of any Permitted Investment in any Investment
Account by the Master Servicer or the Special Servicer shall constitute
"control" by a Person designated by, and acting on behalf of, the Trustee and,
in the case of any Investment Account solely related to a Loan Group, the
related Companion Loan Noteholders, for purposes of Revised Article 8 (1994
Revision) of the UCC or Revised Article 9 (1998 Revision) of the UCC, as
applicable. If 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 Custodial Accounts, the Servicing Accounts, the Reserve Accounts
and the Defeasance Deposit Account) or the Special Servicer (in the case of the
REO Accounts) shall:

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

               (y) demand payment of all amounts due thereunder promptly upon
        determination by the Master Servicer or the Special Servicer, 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) Whether or not the Master Servicer directs the investment of funds
in any of the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account or the Custodial Accounts, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for each such Investment Account for each Collection Period (and, in the case of
Servicing Accounts, Reserve Accounts and the Defeasance Deposit Account, to the
extent not otherwise payable to Mortgagors under applicable law or the related
Loan documents), shall be for the sole and exclusive benefit of the Master
Servicer and shall be subject to its withdrawal in accordance with Section
3.03(a), 3.03(d), 3.04(a), 3.05(a) or 3.05A, as applicable. Whether or not the
Special Servicer directs the investment of funds in either of the REO Accounts,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for such Investment Account for
each Collection Period, shall be for the sole and exclusive benefit of the
Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.17(b). If any loss shall be incurred in respect of any Permitted
Investment on deposit in any Investment Account, the Master Servicer (in the
case of (i) the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account (except to the extent that any investment of funds with respect
thereto is at the direction of a Mortgagor or for the benefit of the Mortgagor
in accordance with the related Loan documents or applicable law) and (ii) the
Custodial Accounts) and the Special Servicer (in the case of the REO Accounts)
shall promptly deposit therein from its own funds, without right of
reimbursement, no later than the end of the Collection Period during which such
loss was incurred, the amount of the Net Investment Loss, if any, for such
Investment Account for such Collection Period. Notwithstanding any of the
foregoing provisions of this Section 3.06, no party shall be required under this
Agreement to deposit any loss on a deposit 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 with which such deposit
was maintained so long as such depository institution or trust company satisfied
the conditions set forth in the definition of "Eligible Account" at the time
such deposit was made and also as of a date no earlier than 30 days prior to the
insolvency.

        (c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
Certificateholders entitled to a majority of the Voting Rights allocated to a
Class, shall, take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.

        (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount, the Master Servicer Remittance Amount and
the Loan Group Remittance Amount, the amounts so invested shall be deemed to
remain on deposit in such Investment Account.

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

        (a) The Master Servicer shall, consistent with the Servicing Standard,
cause to be maintained for each Mortgaged Property (other than the mortgaged
properties that are part of a Non-Serviced Loan Group) that is not an REO
Property, all insurance coverage as is required under the related Mortgage
(except to the extent that the failure to maintain such insurance coverage is an
Acceptable Insurance Default); provided that, if and to the extent that any such
Mortgage permits the holder thereof any discretion (by way of consent, approval
or otherwise) as to the insurance coverage that the related Mortgagor is
required to maintain, the Master Servicer or Special Servicer, as the case may
be, shall exercise such discretion in a manner consistent with the Servicing
Standard; and provided, further, that, if and to the extent that a Mortgage so
permits, the Master Servicer or Special Servicer, as the case may be, shall use
reasonable efforts consistent with the Servicing Standard to require the related
Mortgagor to obtain the required insurance coverage from Qualified Insurers that
have a "claims paying ability" or "financial strength" rating, as applicable, of
at least "A" from S&P and "A2" by Moody's (or, in the case of any such Rating
Agency, such lower rating as will not result in an Adverse Rating Event with
respect to the Certificates or any Companion Loan Securities, as evidenced in
writing by such Rating Agency); and provided, further, that the Master Servicer
shall cause to be maintained for any such Mortgaged Property from Qualified
Insurers that have a "claims paying ability" or "financial strength rating," as
applicable, of at least "A" from S&P and "A2" from Moody's, any such insurance
that the related Mortgagor is required but fails to maintain, only to the extent
that the Trustee (as mortgagee of record on behalf of the Certificateholders
and, in the case of a Loan Group Mortgaged Property, the related Companion Loan
Noteholders) has an insurable interest, and such insurance is available at a
commercially reasonable rate and the subject hazards are at the time commonly
insured against by prudent owners of properties similar to the Mortgaged
Property located in or around the region in which such Mortgaged Property is
located (or, in the case of all-risk insurance or other insurance that covers
acts of terrorism, the Master Servicer shall not be required to cause to be
maintained for any such Mortgaged Property any such insurance that the related
Mortgagor is required but fails to maintain if the Trustee (as mortgagee of
record on behalf of the Certificateholders and, in the case of a Loan Group
Mortgaged Property, the related Companion Loan Noteholders) does not have an
insurable interest or the Special Servicer has determined (in its reasonable
judgment and in accordance with the Servicing Standard) that either (i) such
insurance is not available at a commercially reasonable rate and the subject
hazards are at the time commonly insured against by prudent owners of properties
similar to the Mortgaged Property located in or around the region in which such
Mortgaged Property is located or (ii) such insurance is not available at any
rate).

        During the period in which the Special Servicer is evaluating such
terrorism insurance coverage hereunder, the Master Servicer shall not be liable
for any loss related to its failure to require the Mortgagor to maintain
terrorism insurance and shall not be in default of its obligations hereunder as
a result of such failure, provided that the Master Servicer has given prompt
notice to the Special Servicer of its determination that it will not be
successful in its efforts to cause the Mortgagor to obtain such insurance, along
with its determination, and any information in its possession, regarding the
availability and cost of such insurance. The Special Servicer shall be required
to promptly notify the Master Servicer of each determination made under the two
preceding paragraphs.

        Any Controlling Class Certificateholder, or (i) in the case of a Loan
Group, the holder of the related Subordinate Companion Loan may request that
earthquake insurance be secured for one or more Mortgaged Properties by the
related Mortgagor, to the extent such insurance may reasonably be obtained and
provided the related loan documents and applicable law give the mortgagee the
right to request such insurance coverage and such loan documents require the
Mortgagor to obtain earthquake insurance at the request of the mortgagee.

        Subject to Section 3.18(a), the Special Servicer, in accordance with the
Servicing Standard, shall also cause to be maintained for each REO Property no
less insurance coverage than was previously required of the Mortgagor under the
related Mortgage (including insurance that covers losses arising from acts of
terrorism); provided that such insurance is available at commercially reasonable
rates and the subject hazards are at the time commonly insured against by
prudent owners of properties similar to the REO Property located in or around
the region in which such REO Property is located (or, in the case of all-risk
insurance or other insurance that covers acts of terrorism, such insurance is
available at a commercially reasonable rate or the subject hazards are at the
time commonly insured against by prudent owners of properties similar to the REO
Property located in or around the region in which such REO Property is located);
and provided, further, that all such insurance shall be obtained from Qualified
Insurers that, if they are providing casualty insurance, shall have a "claims
paying ability" or "financial strength" rating, as applicable, of at least "A"
from S&P and "A2" from Moody's (or, in the case of either Rating Agency, such
lower rating as will not result in an Adverse Rating Event with respect to the
Certificates or any Companion Loan Securities, as evidenced in writing by such
Rating Agency). All such insurance policies shall contain (if they insure
against loss to property and do not relate to an REO Property) a "standard"
mortgagee clause, with loss payable to the Master Servicer (in the case of
insurance maintained in respect of Loans, including Specially Serviced Loans),
or the Special Servicer (in the case of insurance maintained in respect of REO
Properties), on behalf of the Trustee; and, in each case, such insurance shall
be issued by a Qualified Insurer. Any amounts collected by the Master Servicer
or the Special Servicer under any such 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
subject to the rights of any tenants and ground lessors, as the case may be, and
in each case in accordance with the terms of the related Mortgage and the
Servicing Standard) shall be deposited in the applicable Custodial Account in
accordance with Section 3.04(a) or 3.04A(a), as the case may be, in the case of
amounts received in respect of a Loan, or in the applicable REO Account in
accordance with Section 3.17(b), in the case of amounts received in respect of
an REO Property. Any cost incurred by the Master Servicer or the Special
Servicer in maintaining any such insurance (including any earthquake insurance
maintained at the request of a Controlling Class Certificateholder or the
related Companion Loan Noteholders) shall not, for purposes hereof, including
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Loan or REO Loan,
notwithstanding that the terms of such loan so permit, but shall be recoverable
by the Master Servicer and the Special Servicer as a Servicing Advance.

        (b) If either the Master Servicer or the Special Servicer shall obtain
and maintain, or cause to be obtained and maintained, a blanket policy or forced
placed policy insuring against hazard losses on all of the Serviced Loans and/or
REO Properties that it is required to service and administer, then, to the
extent such policy (i) is obtained from a Qualified Insurer having (or whose
obligations are guaranteed or backed, in writing, by an entity having) a "claims
paying ability" or "financial strength" rating, as applicable, of at least "A"
from S&P and "A3" from Moody's (if then rated by Moody's, and if not then rated
by Moody's, then a rating of at least "A" by S&P) (or, in the case of each
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to the Certificates or any Companion Loan Securities, as evidenced
in writing by such Rating Agency), and (ii) provides protection equivalent to
the individual policies otherwise required, the Master Servicer or the Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its
obligation to cause hazard insurance to be maintained on the related Mortgaged
Properties and/or REO Properties. Such blanket policy or forced placed policy
may contain a deductible clause (not in excess of a customary amount), in which
case the Master Servicer or the Special Servicer, as appropriate, shall, if
there shall not have been maintained on the related Mortgaged Property or REO
Property an individual hazard insurance policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses that would have
been covered by such individual policy, promptly deposit into the applicable
Custodial Account from its own funds the amount not otherwise payable under the
blanket policy or forced placed policy because of the deductible clause therein,
to the extent that any such deductible exceeds the deductible limitation that
pertained to the related Loan (or in the absence of any such deductible
limitation, the deductible limitation for an individual policy which is
consistent with the Servicing Standard). The Master Servicer or the Special
Servicer, as appropriate, shall prepare and present, on behalf of itself, the
Trustee and the Certificateholders and, in the case of a Loan Group Mortgaged
Property, the related Companion Loan Noteholders, claims under any such blanket
policy or forced placed policy in a timely fashion in accordance with the terms
of such policy.

        (c) Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Loans and/or REO Properties
are part of the Trust Fund) keep in force with Qualified Insurers having (or
whose obligations are guaranteed or backed, in writing, by entities having) a
"claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "A2" from Moody's (or, if not then rated by Moody's, then
at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the case of either
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to the Certificates or Companion Loan Securities, as evidenced in
writing by such Rating Agency), a fidelity bond, which fidelity bond shall be in
such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event with respect to the Certificates or
Companion Loan Securities (as evidenced in writing from each Rating Agency).
Each of the Master Servicer and the Special Servicer shall be deemed to have
complied with the foregoing provision if an Affiliate thereof has such fidelity
bond coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be.

        Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Loans and/or REO Properties
are part of the Trust Fund) also keep in force with Qualified Insurers having
(or whose obligations are guaranteed or backed, in writing, by entities having)
a "claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "A2" from Moody's (or, if not then rated by Moody's, then
at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the case of either
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to the Certificates or Companion Loan Securities, as evidenced in
writing by such Rating Agency), a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers, employees and agents in
connection with its servicing obligations hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event with respect to the Certificates or
Companion Loan Securities (as evidenced in writing from each Rating Agency).
Each of the Master Servicer and the Special Servicer shall be deemed to have
complied with the foregoing provisions if an Affiliate thereof has such
insurance and, by the terms of such policy or policies, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be.

        Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer or its corporate parent,
as the case may be, are rated at least "A2" from Moody's (if then rated by
Moody's, and if not then rated by Moody's, then an equivalent rating by at least
one additional nationally recognized statistical rating agency besides S&P) and
"A" from S&P (or, in the case of any such Rating Agency, such lower rating as
will not result in an Adverse Rating Event with respect to the Certificates or
any Companion Loan Securities, as evidenced in writing by such Rating Agency),
such Person may self-insure with respect to the risks described in this Section
3.07(c).

        (d) In the event that either of the Master Servicer or the Special
Servicer has actual knowledge of any event (an "Insured Environmental Event")
giving rise to a claim under any Environmental Insurance Policy in respect of
any Environmentally Insured Mortgage Loan for which the Mortgagor has not filed
a claim or in respect of an REO Property, the Master Servicer shall notify the
Special Servicer if such Loan is a Specially Serviced Loan, and the Special
Servicer shall notify the Master Servicer in all cases. Upon becoming aware of
such Insured Environmental Event, the Master Servicer, in the case of a
Performing Serviced Loan, and the Special Servicer, in the case of a Specially
Serviced Loan or an REO Property, in accordance with the terms of such
Environmental Insurance Policy and the Servicing Standard, shall timely make a
claim thereunder with the appropriate insurer and shall take such other actions
necessary under such Environmental Insurance Policy in order to realize the full
value thereof for the benefit of the Certificateholders. With respect to each
Environmental Insurance Policy in respect of an Environmentally Insured Mortgage
Loan, the Master Servicer (in the case of any such Loan that is a Performing
Serviced Loan) and the Special Servicer (in the case of any such Loan that is a
Specially Serviced Loan or in the case of an REO Property) shall each review and
familiarize itself with the terms and conditions relating to enforcement of
claims and shall, in the event the Master Servicer or the Special Servicer has
actual knowledge of an Insured Environmental Event giving rise to a claim under
such policy, monitor the dates by which any claim must be made or any action
must be taken under such policy to realize the full value thereof for the
benefit of the Certificateholders.

        The Master Servicer (in the case of Performing Serviced Loans) and the
Special Servicer (in the case of Specially Serviced Loans and REO Properties)
shall each abide by the terms and conditions precedent to payment of claims
under the Environmental Insurance Policies with respect to the Environmentally
Insured Mortgage Loans and take all such actions as may be required to comply
with the terms and provisions of such policies in order to maintain such
policies in full force and effect and to make claims thereunder.

        In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan, then the party receiving
such notice shall, within five Business Days after receipt thereof, provide
written notice of such termination to the other such party and the Trustee. Upon
receipt of such notice, the Master Servicer, with respect to a Performing
Serviced Loan, or the Special Servicer, with respect to a Specially Serviced
Loan or an REO Property, shall address such termination in accordance with
Section 3.07(a). Any legal fees, premiums or other out-of-pocket costs incurred
in accordance with the Servicing Standard in connection with enforcing the
obligations of the Mortgagor under any Environmental Insurance Policy or a
resolution of such termination of an Environmental Insurance Policy shall be
paid by the Master Servicer and shall be reimbursable to it as a Servicing
Advance.

        The Master Servicer (with respect to Performing Serviced Loans) and the
Special Servicer (with respect to Specially Serviced Loans) shall monitor the
actions, and enforce the obligations, of the related Mortgagor under each
Environmentally Insured Mortgage Loan insofar as such actions/obligations relate
to (i) to the extent consistent with Section 3.07(a), the maintenance
(including, without limitation, any required renewal) of an Environmental
Insurance Policy with respect to the related Mortgaged Property or (ii)
environmental testing or remediation at the related Mortgaged Property.

        Section 3.08 Enforcement of Due-on-Sale and Due on Encumbrance
Provisions.

        (a) In the event that the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Performing Serviced Loan that
expressly permit, with the lender's consent, subject to the conditions described
in the loan documents, the transfer of the related Mortgaged Property to, and
assumption of such Loan by, another Person or transfers of certain interests in
such Mortgagor, the Master Servicer shall promptly obtain relevant information
for purposes of evaluating such request. For the purpose of the foregoing
sentence, the term "expressly permits" means outright permission to assign,
permission to assign upon satisfaction of certain conditions or prohibition
against assignment except upon the satisfaction of stated conditions. If the
Master Servicer recommends to approve such transfer and/or assumption, the
Master Servicer shall promptly provide to the Special Servicer a copy of such
recommendation (which shall include the reason therefor) and the materials upon
which such recommendation is based. The Special Servicer shall have the right
hereunder, within 15 days of receipt of such recommendation and supporting
materials and any other materials reasonably requested by the Special Servicer,
to reasonably withhold or, subject to Section 3.08(b), Section 3.08(c) and
Section 6.11, grant consent to any such request for such transfer and/or
assumption in accordance with the terms of the Loan and this Agreement,
including, without limitation, the Servicing Standard. If the Special Servicer
does not respond within such 15 day period, the Special Servicer's consent shall
be deemed granted (provided that any written confirmation that such transfer or
assumption will not cause an Advance Rating Event required under Section 3.08(b)
has been obtained). If the Special Servicer consents or is deemed to have
consented to such proposed transfer and/or assumption, the Master Servicer shall
process such request of the related Mortgagor; and, in the case of a transfer of
the related Mortgaged Property to, and assumption of such Loan by, another
Person, the Master Servicer shall be authorized to enter into an assumption or
substitution agreement with the Person, which shall be a Single Purpose Entity,
to whom the related Mortgaged Property has been or is proposed to be conveyed
and/or release the original Mortgagor from liability under the related Loan and
substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Master Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust
Event or create any lien on a Mortgaged Property that is senior to, or on parity
with, the lien of the related Mortgage. The Master Servicer shall notify the
Trustee, the Special Servicer, each Rating Agency and, in the case of a Loan
Group, the related Companion Loan Noteholders of any assumption or substitution
agreement executed pursuant to this Section 3.08(a) and shall forward thereto a
copy of such agreement together with a Review Package. Subject to the terms of
the related loan documents, no assumption of a Cross Collateralized Mortgage
Loan shall be made without the assumption of all other Mortgage Loans making up
the related Cross Collateralized Group. Further, subject to the terms of the
related loan documents and applicable law, no assumption of a Loan shall be made
or transfer of interest in a Mortgagor approved, unless all costs in connection
therewith, including any arising from seeking Rating Agency confirmation, are
paid by the related Mortgagor.

        (b) Other than with respect to a transfer and assumption referred to in
subsection (a) above, if any Serviced Loan contains a provision in the nature of
a "due-on-sale" clause (including without limitation, sales or transfers of
Mortgaged Properties (in full or in part) or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the Mortgagor or its owners),
which by its terms:

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

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

                 (iii) provides that such Serviced Loan or interests in the
        related Mortgagor or its owners may be assumed or transferred without
        the consent of the related lender provided certain conditions set forth
        in the loan documents are satisfied.

then the Special Servicer on behalf of the Trustee (as mortgagee of record on
behalf of the Certificateholders and, in the case of a Loan Group Mortgaged
Property, on behalf of the related Companion Loan Noteholders), shall, to the
extent permitted by applicable law, enforce such restrictions, unless the
Special Servicer has determined in its reasonable, good faith judgment, that a
waiver of such restrictions would be in accordance with the Servicing Standard
(as evidenced by an Officer's Certificate setting forth the basis for such
determination delivered, together with a Review Package in respect thereof, to
the Trustee, the Master Servicer, each Rating Agency and, with respect to a Loan
Group, the related Companion Loan Noteholders); provided that any such waiver of
such restrictions shall be subject to Section 6.11. In addition, the Special
Servicer may not waive any "due-on-sale" provision or consent to any transfer or
assumption referred to in subsection (a) above unless:

                      (x)    the Special Servicer shall have received prior
                             written confirmation from each Rating Agency that
                             such action would not result in an Adverse Rating
                             Event or

                      (y)    the related Mortgage Loan, (A) together with all
                             Cross-Collateralized Mortgage Loans related to
                             such Mortgage Loan, represents less than 5% of the
                             principal balance of all of the Mortgage Loans in
                             the Trust Fund, (B) together with all
                             Cross-Collateralized Mortgage Loans related to
                             such Mortgage Loan, has a principal balance that
                             is equal to or less than $35,000,000 and (C) is
                             not one of the 10 largest Mortgage Loans in the
                             Mortgage Pool based on principal balance; and

        If the Master Servicer receives a request for consent to a transfer and
assumption of any Serviced Loan, the Master Servicer shall promptly notify the
Special Servicer of such request and deliver to the Special Servicer all
documents and records (or copies thereof) in the Master Servicer's possession
regarding the proposed transfer and assumption and such other documents in the
Master Servicer's possession (or copies thereof) regarding the related Serviced
Loans as the Special Servicer shall reasonably require in order to consider the
request.

        Upon consent by the Special Servicer to any proposed transfer of a
Mortgaged Property and assumption by the proposed transferee of the related
Serviced Loan pursuant to this Section 3.08(b), the Special Servicer shall
process the request of the related Mortgagor for such transfer and assumption
and shall be authorized to enter into an assumption or substitution agreement
with the Person, which shall be a Single Purpose Entity, to whom the related
Mortgaged Property has been or is proposed to be conveyed and/or release the
original Mortgagor from liability under the related Serviced Loan and substitute
as obligor thereunder the Person to whom the related Mortgaged Property has been
or is proposed to be conveyed; provided, however, that the Special Servicer may
not enter into any such agreement to the extent that any terms thereof would
result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any
lien on a Mortgaged Property that is senior to, or on parity with, the lien of
the related Mortgage. The Special Servicer shall notify the Trustee, the Master
Servicer, each Rating Agency and, with respect to a Loan Group, the related
Companion Loan Noteholders, of any assumption or substitution agreement executed
pursuant to this Section 3.08(b) and shall forward thereto a copy of such
agreement.

        Subject to the terms of the related loan documents, no assumption of a
Cross-Collateralized Mortgage Loan shall be made without the assumption of all
other Loans making up the related Cross-Collateralized Group. Further, subject
to the terms of the related loan documents and applicable law, the Master
Servicer or the Special Servicer, as applicable, shall use reasonable efforts to
ensure that all costs in connection with any assumption, including any arising
from seeking Rating Agency confirmation, are paid by the related Mortgagor. To
the extent not collected from the related Mortgagor, any Rating Agency charges
in connection with the foregoing shall be paid by the Master Servicer as a
Servicing Advance. In connection with any request for rating confirmation from a
Rating Agency pursuant to this Section 3.08(b), the Special Servicer shall
deliver a Review Package to such Rating Agency. To the extent permitted by the
applicable loan documents and applicable law, the Special Servicer may charge
the related Mortgagor a fee in connection with any enforcement or waiver
contemplated in this subsection (b).

        (c) If any Serviced Loan contains a provision in the nature of a "due on
encumbrance" clause (including, without limitation, 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 Serviced Loan shall (or may at the
        lender's option) become due and payable upon the creation of any lien or
        other encumbrance on the related Mortgaged Property or interests in the
        related Mortgagor,

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

                 (iii) provides that such Mortgaged Property or interests in the
        related Mortgagor may be further encumbered without the consent of the
        lender provided certain conditions set forth in the loan documents are
        satisfied.

then the Special Servicer, on behalf of the Trustee (as mortgagee of record on
behalf of the Certificateholders and, in the case of a Loan Group Mortgaged
Property, on behalf of the related Companion Loan Noteholders), shall, to the
extent permitted by applicable law, enforce such restrictions, unless the
Special Servicer has determined in its reasonable, good faith judgment, that a
waiver of such restrictions would be in accordance with the Servicing Standard
(as evidenced by an Officer's Certificate setting forth the basis for such
determination delivered, together with a Review Package in respect thereof, to
the Trustee, the Master Servicer, each Rating Agency and, with respect to a Loan
Group, the related Companion Loan Noteholders); provided that any such waiver of
such restrictions shall be subject Section 6.11. In addition, the Special
Servicer may not waive any "due-on-encumbrance" provision unless:

               (1) the Special Servicer shall have received prior written
        confirmation from each Rating Agency that such action would not result
        in an Adverse Rating Event,

               (2) the related Mortgage Loan, (A) together with all
        Cross-Collateralized Mortgage Loans related to such Mortgage Loan,
        represents less than 2% the principal balance of all of the Mortgage
        Loans in the Trust Fund, (B) together with all Cross-Collateralized
        Mortgage Loans related to such Mortgage Loan, has a principal balance
        that is equal to or less than $20,000,000, (C) is not one of the 10
        largest mortgage loans in the Mortgage Pool based on principal balance,
        (D) does not have an aggregate loan-to-value ratio (including existing
        and proposed additional debt) that is equal to or greater than 85%, and
        (E) does not have an aggregate debt service coverage ratio (including
        the debt service on the existing and proposed additional debt) that is
        equal to or less than 1.2x to 1.0x, or

               (3) the encumbrance relates to the grant of an easement,
        right-of-way or similar encumbrance that the Special Servicer determines
        will not have a material adverse impact on the value, use or operation
        of the Mortgaged Property or the ability of the borrower to perform its
        obligations under the Mortgage Loan.

        If the Master Servicer receives a request for consent to an encumbrance
or becomes aware of a further encumbrance on a Mortgaged Property or becomes
aware that there is going to be a further encumbrance on a Mortgaged Property,
the Master Servicer shall promptly notify the Special Servicer of such request
or such encumbrance and deliver to the Special Servicer all documents and
records in the Master Servicer's possession (or copies thereof) regarding the
further encumbrance and such other documents in the Master Servicer's possession
(or copies thereof) regarding the related Serviced Loans as the Special Servicer
shall reasonably require in order to consider the request.

        Further, subject to the terms of the related loan documents and
applicable law, the Master Servicer or the Special Servicer, as applicable,
shall use reasonable efforts to ensure that all costs in connection with any
encumbrance, including any arising from seeking Rating Agency confirmation, are
paid by the related Mortgagor. To the extent not collected from the related
Mortgagor, any rating agency charges in connection with the foregoing shall be
paid by the Master Servicer as a Servicing Advance. In connection with any
request for rating confirmation from a Rating Agency pursuant to this Section
3.08(c), the Special Servicer shall deliver a Review Package to such Rating
Agency. To the extent permitted by the applicable loan documents and applicable
law, the Special Servicer may charge the related Mortgagor a fee in connection
with any enforcement or waiver contemplated in this subsection (c).

        (d) To the extent permitted by the applicable Loan documents and
applicable law, the Master Servicer or Special Servicer may charge the related
Mortgagor (and retain or share such fee in accordance with Section 3.11) a fee
in connection with any enforcement or waiver contemplated in this Section 3.08.

        Section 3.09         Realization Upon Defaulted Loans; Required
Appraisals; Appraisal Reduction Calculation.

        (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d) and 6.11, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Specially Serviced Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments, including pursuant to Section 3.21. Subject
to Section 3.12(d) and Section 3.20(d), the Special Servicer may, at its option,
advance all costs and expenses incurred by it in any such proceedings, and shall
be entitled to reimbursement therefor as provided in Section 3.05(a) or Section
3.05A, as applicable. The Special Servicer shall be responsible, consistent with
the Servicing Standard, for determining whether to exercise any rights it may
have under the cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the
Certificateholders and, in the case of a Loan Group Mortgaged Property, on
behalf of the related Companion Loan Noteholders, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in its
reasonable and good faith judgment taking into account the factors described in
Section 3.19 and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard.

        If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Loan, whether for purposes of
bidding at foreclosure or otherwise, it may have an appraisal performed with
respect to such property by an Independent Appraiser or other expert in real
estate matters, which appraisal shall take into account the factors specified in
Section 3.19, and the cost of which appraisal shall be covered by, and be
reimbursable as, a Servicing Advance; provided that if the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal.

        If any Serviced Loan becomes a Required Appraisal Loan, then the Special
Servicer shall (i) obtain or conduct, as applicable, a Required Appraisal within
60 days of such Serviced Loan's becoming a Required Appraisal Loan (unless a
Required Appraisal was obtained or conducted, as applicable, with respect to
such Required Appraisal Loan within the prior 12 months and the Special Servicer
reasonably believes, in accordance with the Servicing Standard, that no material
change has subsequently occurred with respect to the related Mortgaged Property
that would draw into question the applicability of such Required Appraisal) and
(ii) obtain or conduct, as applicable, an update of the most recent Required
Appraisal approximately 12 months following the most recent Required Appraisal
or subsequent update thereof for so long as such Serviced Loan or any successor
REO Loan, as the case may be, remains a Required Appraisal Loan. The Special
Servicer shall deliver copies of all such Required Appraisals and updated
Required Appraisals to the Trustee, the Master Servicer, in the case of a Loan
Group Mortgaged Property, the related Companion Loan Noteholder, in each such
case, promptly following the Special Servicer's receipt of the subject
appraisal, and to the Controlling Class Directing Holder upon request, and based
thereon, the Special Servicer shall calculate and notify the Trustee, the Master
Servicer, the Controlling Class Directing Holder, with respect to a Loan Group,
the related Companion Loan Noteholders of any resulting Appraisal Reduction
Amount. The Master Servicer shall be entitled to rely conclusively on such
calculations by the Special Servicer.

        The Special Servicer may, at its option, advance the cost of each such
Required Appraisal and updated Required Appraisal; provided, however, that such
expense will be subject to reimbursement to the Special Servicer as a Servicing
Advance out of the related Custodial Account pursuant to Section 3.05(a) or
Section 3.05A. At any time that an Appraisal Reduction Amount exists with
respect to any Required Appraisal Loan, the applicable Directing Holder (without
giving effect to any Control Appraisal Event which may have been triggered by
the most recent Appraisal Reduction Amount) may, at its own expense, direct the
Special Servicer to obtain and deliver to the Master Servicer, the Directing
Holder and the Trustee an appraisal that satisfies the requirements of a
"Required Appraisal," and upon the written request of the applicable Directing
Holder, if such new appraisal materially differs from the previously obtained
Required Appraisal, the Special Servicer shall recalculate the Appraisal
Reduction Amount in respect of such Required Appraisal Loan based on the
appraisal obtained by the Special Servicer and shall notify the Trustee, the
Master Servicer and the applicable Directing Holder of such recalculated
Appraisal Reduction Amount.

        (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Loan Group Mortgaged Property, the
related Companion Loan Noteholders) under such circumstances, in such manner or
pursuant to such terms as would, in the reasonable, good faith judgment of the
Special Servicer (exercised in accordance with the Servicing Standard), (i)
cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (unless the portion of such
Mortgaged Property that is not treated as "foreclosure property" and that is
held by the Lower-Tier REMIC at any given time constitutes not more than a de
minimis amount of the assets of the Lower-Tier REMIC within the meaning of
Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as
permitted by Section 3.18(a), subject the Trust Fund to the imposition of any
federal income taxes under the Code. Subject to the foregoing, however, a
Mortgaged Property may be acquired through a single member limited liability
company if the Special Servicer determines that such an action is appropriate to
protect the Trust and/or any related Companion Loan Noteholder from potential
liability.

        In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

                 (i) such personal property is, in the reasonable, good faith
        judgment of the Special Servicer (exercised in accordance with the
        Servicing Standard), incident to real property (within the meaning of
        Section 856(e)(1) of the Code) so acquired by the Special Servicer; or

                 (ii) the Special Servicer shall have obtained an Opinion of
        Counsel (the cost of which shall be covered by, and be reimbursable as,
        a Servicing Advance) to the effect that the holding of such personal
        property as part of the Trust Fund will not cause the imposition of a
        tax on the REMIC Pool under the REMIC Provisions or cause the REMIC Pool
        to fail to qualify as a REMIC at any time that any Certificate is
        outstanding.

        (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee (and, in the case of a Loan Group Mortgaged Property, on behalf of the
related Companion Loan Noteholders), obtain title to a Mortgaged Property by
foreclosure, deed 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, in the case of a Loan Group
Mortgaged Property, the related Companion Loan Noteholders), could, in the
reasonable, good faith judgment of the Special Servicer, exercised in accordance
with the Servicing Standard, 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 (a
"potentially responsible party"), unless such action is consistent with Section
6.11 and the Special Servicer has previously determined (as evidenced by an
Officer's Certificate to such effect delivered to the Trustee (and, in the case
of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) that
shall specify all of the bases for such determination), in accordance with the
Servicing Standard and based on an Environmental Assessment of such Mortgaged
Property performed by an Independent Person, who regularly conducts
Environmental Assessments, within six months prior to any such acquisition of
title or other action (a copy of which Environmental Assessment shall be
delivered to the Trustee, the Master Servicer and, in the case of a Loan Group
Mortgaged Property, the related Companion Loan Noteholders, that:

                 (i) the Mortgaged Property is in compliance with applicable
        environmental laws and regulations or, if not, that it would (taking
        into account the coverage provided under any related Environmental
        Insurance Policy) maximize the recovery on the related Serviced Loan to
        the Certificateholders (as a collective whole) (or, if a Loan Group is
        involved, would maximize the recovery on such Loan Group to the
        Certificateholders and the related Companion Loan Noteholders (as a
        collective whole)), on a present value basis (the relevant discounting
        of anticipated collections that will be distributable to
        Certificateholders (or, in the case of a Loan Group, to
        Certificateholders and the related Companion Loan Noteholders) to be
        performed at a rate taking into account the related Mortgage Rate (or,
        in the case of any Loan Group, at the weighted average of the Mortgage
        Rates for such Loan Group) and the risk of collection, in each case), to
        acquire title to or possession of the Mortgaged Property and to take
        such actions as are necessary to bring the Mortgaged Property into
        compliance therewith in all material respects; 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 reasonably be
        expected to be required, that it would (taking into account the coverage
        provided under any related Environmental Insurance Policy) maximize the
        recovery on the related Serviced Loan to the Certificateholders (as a
        collective whole) (or, if a Loan Group is involved, would maximize the
        recovery of such Loan Group to the Certificateholders and the related
        Companion Loan Noteholders (as a collective whole)), on a present value
        basis (the relevant discounting of anticipated collections that will be
        distributable to Certificateholders (or, in the case of a Loan Group, to
        Certificateholders and the related Companion Loan Noteholders) to be
        performed at a rate taking into account the related Mortgage Rate (or,
        in the case of any Loan Group, at the weighted average of the Mortgage
        Rates for such Loan Group) in each case), and taking into account the
        risk of collection to acquire title to or possession of the Mortgaged
        Property and to take such actions with respect to the affected Mortgaged
        Property.

        The Special Servicer shall, in good faith, undertake reasonable efforts
to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05 or
Section 3.05A, as applicable (or, in the case of a Loan Group, to the extent the
funds in the applicable Loan Group Custodial Account are insufficient, shall be
advanced by the Master Servicer).

        (d) If the environmental testing contemplated by Section 3.09(c) above
establishes that any 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 Serviced Loan, the Special Servicer shall take
such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Companion Loan is affected, the related Companion Loan Noteholders), subject to
Section 6.11, release all or a portion of such Mortgaged Property from the lien
of the related Mortgage.

        (e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee, and if a Loan Group is affected, the related
Companion Loan Noteholders monthly in writing as to any actions taken by the
Special Servicer with respect to any Mortgaged Property that represents security
for a defaulted Serviced Loan as to which the environmental testing contemplated
in Section 3.09(c) above has revealed that any 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 all such conditions and
release of the lien of the related Mortgage on such Mortgaged Property.

        (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the affected Serviced Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).

        (g) The Master Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Serviced Loan required
by Section 6050H of the Code and, as to any Serviced Loan, the reports of
foreclosures and abandonments of any Mortgaged Property and the information
returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050J and 6050P of the Code. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.

        (h) As soon as the Special Servicer makes a Final Recovery Determination
with respect to any Serviced Loan or REO Property, it shall promptly notify the
Trustee, the Master Servicer and, if a Loan Group is affected, the related
Companion Loan Noteholders. The Special Servicer shall maintain accurate
records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and, if a Loan Group is affected, the
related Companion Loan Noteholders, no later than the seventh Business Day
following such Final Recovery Determination.

        Section 3.10         Trustee and Custodian to Cooperate; Release of
Mortgage Files.

        (a) Upon the payment in full of any Serviced Loan, or the receipt by the
Master Servicer or the Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or the Special Servicer shall promptly notify the Trustee (and, in the case of a
Companion Loan, the related Companion Loan Noteholders) by a certification
(which certification shall be in the form of a Request for Release in the form
of Exhibit D-1 attached hereto and shall be accompanied by the form of a release
or discharge 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 appropriate Custodial Account pursuant to Section 3.04(a) or
3.04A(a), as applicable, have been or will be so deposited) of a Servicing
Officer (a copy of which certification shall be delivered to the Special
Servicer) and shall request delivery to it of the related Mortgage File and, in
the case of a Companion Loan, the original of the Mortgage Note for such
Companion Loan. Upon receipt of such certification and request, the Trustee
shall release, or cause any related Custodian to release, the related Mortgage
File (and, in the case of a Companion Loan, the Master Servicer shall cause the
related Companion Loan Noteholders to release the Mortgage Note for such
Companion Loan) to the Master Servicer or Special Servicer and shall deliver to
the Master Servicer or Special Servicer, as applicable, such release or
discharge, duly executed. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Distribution
Account or any Custodial Account.

        (b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof) (or the
original of the Mortgage Note for the Companion Loans), the Trustee, upon
request of the Master Servicer and receipt from the Master Servicer of a Request
for Release in the form of Exhibit D-1 attached hereto signed by a Servicing
Officer thereof, or upon request of the Special Servicer and receipt from the
Special Servicer of a Request for Release in the form of Exhibit D-2 attached
hereto, shall release, or cause any related Custodian to release, such Mortgage
File (or such portion thereof) (and, in the case of the Companion Loans, the
Master Servicer shall cause the related Companion Loan Noteholders to release
the original of the Mortgage Note for such Companion Loan) to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File (or such portion thereof) (or such original Mortgage Note for the
related Companion Loans) to the Trustee or related Custodian (or to the related
Companion Loan Noteholders), or the delivery to the Trustee (or to the related
Companion Loan Noteholders) of a certificate of a Servicing Officer of the
Special Servicer stating that such Serviced Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the related Custodial Account pursuant to Section
3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that
the related Mortgaged Property has become an REO Property, the Request for
Release shall be released by the Trustee or related Custodian to the Master
Servicer or the Special Servicer, as applicable.

        (c) Within seven Business Days (or within such shorter period (but no
less than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee (and, in the case of a
Loan Group Mortgaged Property, the related Companion Loan Noteholders) of an
exigency) of the Special Servicer's request therefor, the Trustee shall execute
and deliver to the Special Servicer (or the Special Servicer may execute and
deliver in the name of the Trustee (on behalf of the Certificateholders and, in
the case of a Loan Group Mortgaged Property, also on behalf of the related
Companion Loan Noteholders) based on a limited power of attorney issued in favor
of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to
the Trustee, any court pleadings, requests for trustee's sale or other documents
stated by the Special Servicer to be reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity or to defend any legal action or counterclaim filed against the Trust
Fund, the Master Servicer, the Special Servicer or the Companion Loan
Noteholders. Together with such documents or pleadings, the Special Servicer
shall deliver to the Trustee (and, in the case of a Loan Group Mortgaged
Property, the related Companion Loan Noteholders) 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 (on behalf of the
Certificateholders and, in the case of a Loan Group Mortgaged Property, also on
behalf of the related Companion Loan Noteholders) 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. Notwithstanding
anything contained herein to the contrary, neither the Master Servicer nor the
Special Servicer shall, without the Trustee's written consent: (i) initiate any
action, suit or proceeding solely under the Trustee's name without indicating
the Master Servicer's or Special Servicer's, as applicable, representative
capacity, or (ii) take any action with the intent to cause, and that actually
causes, the Trustee to be registered to do business in any state.

        Section 3.11         Servicing Compensation; Payment of Expenses.

        (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each Loan
(other than the Non-Serviced Companion Loans but including the Non-Serviced
Trust Loans), including each Specially Serviced Loan, and each REO Loan. As to
each Loan (other than the Non-Serviced Companion Loans but including the
Non-Serviced Trust Loans) and REO Loan, the Master Servicing Fee shall: (i)
accrue from time to time at the related Master Servicing Fee Rate on the same
principal amount as interest accrues from time to time on such Loan or is deemed
to accrue from time to time on such REO Loan; and (ii) be calculated on a 30/360
Basis (or, in the case of the Companion Loans and any related REO Loans, on an
Actual/360 Basis) (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to any such Loan or REO Loan on a
date that is not a Due Date, on the basis of the actual number of days to elapse
from and including the most recently preceding related Due Date to but excluding
the date of such Principal Prepayment or Liquidation Event in a month consisting
of 30 days). The Master Servicing Fee with respect to any such Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned
but unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan
basis, from payments of interest on each such Loan and REO Revenues allocable as
interest on each such REO Loan. The Master Servicer shall be entitled to recover
unpaid Master Servicing Fees in respect of any such Loan or REO Loan out of that
portion of related Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds allocable as recoveries of interest, to the extent permitted by Section
3.05(a) or Section 3.05A(a), as applicable. The right to receive the Master
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.

        Additional servicing compensation in the form of (i) Net Default
Charges, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds, and any similar fees (excluding
Prepayment Premiums and Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to any Serviced Loan and accrued
during the time that such Serviced Loan was not a Specially Serviced Loan, (ii)
100% of each modification fee or extension fee actually paid by a Mortgagor with
respect to a modification, consent, extension, waiver or amendment agreed to by
the Master Servicer pursuant to Section 3.21(c) (except that the Master Servicer
shall be entitled to only 50% of each modification fee or extension fee actually
paid by the Mortgagor with respect to a modification, consent, waiver or
amendment agreed to by the Master Servicer pursuant to this Agreement if the
approval or consent of the Special Servicer (or the Directing Holder with
respect to an extension of maturity granted pursuant to Section 3.21(c)) was
required in connection therewith) and 100% of any fee actually paid by a
Mortgagor in connection with a defeasance of a Serviced Loan as contemplated
under Section 3.21(k), and (iii) 50% of any and all assumption fees and 100% of
any and all assumption application fees up to $5,000 in connection with each
assumption, transfer or substitution and 50% of the excess, if any, of the
assumption application fees received with respect to each assumption, transfer
or substitution over $5,000, in each case, actually paid by a Mortgagor in
accordance with the related Loan documents, with respect to any transfer of a
Mortgaged Property or any assumption or substitution agreement entered into by
the Master Servicer on behalf of the Trust (or, in the case of a Loan Group, on
behalf of the Trust and the related Companion Loan Noteholders) pursuant to
Section 3.08(a) or paid by a Mortgagor with respect to any transfer of an
interest in a Mortgagor pursuant to Section 3.08(a), shall be retained by the
Master Servicer or promptly paid to the Master Servicer by the Special Servicer
and such additional servicing compensation is not required to be deposited in
any Custodial Account. The Master Servicer shall also be entitled to additional
servicing compensation in the form of (i) Prepayment Interest Excesses (except
in the case of the Companion Loans); (ii) interest or other income earned on
deposits in the Custodial Accounts in accordance with Section 3.06(b) (but only
to the extent of the Net Investment Earnings, if any, with respect to each such
account for each Collection Period); and (iii) to the extent not required to be
paid to any Mortgagor under applicable law, any interest or other income earned
on deposits in the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account maintained thereby (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period).

        (b) Except as provided in the last sentence of this paragraph, as
compensation for its activities hereunder, the Special Servicer shall be
entitled to receive the Special Servicing Fee with respect to each Specially
Serviced Loan and each REO Loan that was previously a Serviced Loan. With
respect to each such Specially Serviced Loan and REO Loan, for any calendar
month (or portion thereof), the Special Servicing Fee shall: (i) accrue from
time to time at the Special Servicing Fee Rate on the same principal amount as
interest accrues from time to time on such Loan or is deemed to accrue from time
to time on such REO Loan; and (ii) be calculated on a 30/360 Basis (or, in the
case of the Companion Loans, and in each case any related REO Loans, on an
Actual/360 Basis) (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to any such Specially Serviced Loan
or REO Loan on a date that is not a Due Date, on the basis of the actual number
of days to elapse from and including the most recently preceding related Due
Date to but excluding the date of such Principal Prepayment or Liquidation
Event, in a month consisting of 30 days and, in the case of any other partial
period that does not run from one Due Date through and including the day
immediately preceding the next Due Date, on the basis of the actual number of
days in such period in a month consisting of 30 days). The Special Servicing Fee
with respect to any such Specially Serviced Loan or REO Loan shall cease to
accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Loan. Earned but unpaid Special Servicing Fees shall be
payable monthly out of general collections on the Mortgage Loans and any REO
Properties (or, in the case of Special Servicing Fees in respect of a Serviced
Loan Group, first out of collections relating to such Loan Group or any related
REO Property and, if insufficient therefor, out of general collections on the
Mortgage Loans and REO Properties) on deposit in the appropriate Custodial
Account pursuant to Section 3.05(a) or Section 3.05A(a), as applicable.

        As further compensation for its services hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Loan. As to each such Corrected Loan, the Workout Fee shall be payable from, and
shall be calculated by application of the Workout Fee Rate to, all collections
of principal, interest (other than Default Interest), Prepayment Premiums and/or
Yield Maintenance Charges received on such Loan for so long as it remains a
Corrected Loan; provided that no Workout Fee shall be payable from, or based
upon the receipt of, Liquidation Proceeds collected in connection with the
purchase of any such Specially Serviced Loan or REO Property by a Purchase
Option Holder pursuant to Section 3.19, by the Depositor, each Mortgage Loan
Seller, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, a Companion Loan Noteholder or its
designee pursuant to the Co-Lender Agreement, and within the time period
provided in such Co-Lender Agreement, by the Mortgage Loan Seller pursuant to
Section 2.03(a) within the time period provided for therein, or by the holder of
a related mezzanine loan pursuant to a purchase right in connection with a Loan
default as set forth in the related intercreditor agreement, or out of any
Condemnation Proceeds, or the repurchase of a Companion Loan by the related
mortgage loan seller pursuant to the mortgage loan purchase agreement entered
into in connection with the issuance of any Companion Loan Securities within the
time period provided for therein. The Workout Fee with respect to any Corrected
Loan will cease to be payable if such Corrected Loan again becomes a Specially
Serviced Loan or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when the particular
Serviced Loan again becomes a Corrected Loan. If the Special Servicer is
terminated or removed other than for cause (and other than as a result of an
Event of Default under Sections 7.01(a)(x), 7.01(a)(xi) or 7.01(a)(xii)) or
resigns in accordance with the first sentence of the first paragraph of Section
6.04, it shall retain the right to receive any and all Workout Fees payable in
respect of (i) Serviced Loans that became Corrected Loans during the period that
it acted as Special Servicer and were still such at the time of such
termination, removal or resignation and (ii) any Specially Serviced Loan for
which the Special Servicer has resolved the circumstances and/or conditions
causing any such Mortgage Loan or Serviced Companion Loan to be a Specially
Serviced Loan except that the requirement for three consecutive full and timely
Monthly Payments with respect to such Mortgage Loan or Serviced Companion Loan
has not yet been satisfied as of the date of such termination or resignation but
is subsequently satisfied and such Mortgage Loan or Serviced Companion Loan
otherwise meets the requirements of a Corrected Loan, with the Workout Fee with
respect to such Mortgage Loan or Serviced Companion Loan payable only after such
requirements have been met (including the requirement that three payments be
made) (and any successor Special Servicer shall not be entitled to any portion
of such Workout Fees), in each case until the Workout Fee for any such Serviced
Loan ceases to be payable in accordance with the preceding sentence.

        As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
(i) each Specially Serviced Loan as to which it receives a full, partial or
discounted payoff, (ii) each Specially Serviced Loan that was repurchased by a
Mortgage Loan Seller, and (iii) each Specially Serviced Loan and REO Property as
to which it receives Liquidation Proceeds, in each case, subject to the provisos
to the next sentence. As to each such Specially Serviced Loan or REO Property,
the Liquidation Fee shall be payable from, and shall be calculated by
application of the Liquidation Fee Rate to, such full, partial or discounted
payoff and/or Liquidation Proceeds (exclusive of any portion of such payoff or
proceeds that represents Default Interest); provided that no Liquidation Fee
shall be payable (i) with respect to any such Specially Serviced Loan that
becomes a Corrected Loan (unless it is subsequently liquidated in connection
with a subsequent event that causes it to become a Specially Serviced Loan and a
Liquidation Fee would be payable in connection with such liquidation), or (ii)
from, or based upon the receipt of, Liquidation Proceeds collected in connection
with the purchase of any such Specially Serviced Loan or REO Property by a
Purchase Option Holder pursuant to Section 3.19, by the Depositor, a Mortgage
Loan Seller, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, by a Companion Loan Noteholder or its
designee pursuant to the related Co-Lender Agreement and within the period
specified in such Co-Lender Agreement, by a Mortgage Loan Seller pursuant to
Section 2.03(a) in connection with a Material Document Defect or a Material
Breach (within the applicable cure period contained in Section 2.03 with respect
to the Material Document Defect or Material Breach, as applicable, that gave
rise to the particular repurchase obligation), or by the holder of a related
mezzanine loan pursuant to a purchase right in connection with a Loan default as
set forth in the related intercreditor agreement within 60 days after the
purchase right is first exercisable.

        If the Special Servicer is terminated or resigns in accordance with
Section 6.09 or Section 6.04, respectively, it shall retain the right to receive
any and all Workout Fees payable in respect of (i) any Mortgage Loan or Serviced
Companion Loan that became a Corrected Loan during the period that it acted as
Special Servicer and was still a Corrected Loan at the time of such termination
or resignation and (ii) any Specially Serviced Loan for which the Special
Servicer has resolved the circumstances and/or conditions causing any such
Mortgage Loan or Serviced Companion Loan to be a Specially Serviced Loan except
that the requirement of three consecutive full and timely Monthly Payments with
respect to such Mortgage Loan or Serviced Companion Loan has not yet been
satisfied as of the date of such termination or resignation and such Mortgage
Loan or Serviced Companion Loan otherwise meets the requirements of a Corrected
Loan, with the Workout Fee with respect to such Mortgage Loan or Serviced
Companion Loan payable only after such requirements have been met (including the
requirement that three payments be made) (and any successor Special Servicer
shall not be entitled to any portion of such Workout Fees), in each case until
the Workout Fee for any such Loan ceases to be payable in accordance with this
Agreement.

        Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same Loan shall not be paid from the same proceeds
with respect to such Loan.

        The Special Servicer's right to receive the Special Servicing Fee, the
Workout Fee and the Liquidation Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

        The Special Servicer will not be entitled to any compensation with
respect to the Non-Serviced Loan Groups, which are serviced under the applicable
Lead PSA.

        (c) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected on the Mortgage Pool that accrued with
respect to a Specially Serviced Loan or an REO Loan, (ii) with respect to any
Specially Serviced Loan, 100% of any and all assumption fees, assumption
application fees and other applicable fees, actually paid by a Mortgagor in
accordance with the related Loan documents, with respect to any transfer of the
Mortgaged Property or any assumption or substitution agreement entered into by
the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan
Group, on behalf of the Trust and the related Companion Loan Noteholders)
pursuant to Section 3.08(b) or paid by a Mortgagor with respect to any transfer
of an interest in a Mortgagor pursuant to Section 3.08(b), (iii) with respect to
any Performing Serviced Loan, 50% of the excess, if any, of any assumption
application fees over $5,000 received by the Master Servicer with respect to
each assumption, transfer or substitution, and 50% of any and all assumption
fees, in each case actually paid by the Mortgagor in accordance with the related
Loan documents with respect to any transfer of a Mortgaged Property or any
assumption or substitution agreement entered into by the Master Servicer on
behalf of the Trust pursuant to Section 3.08(a) or paid by the Mortgagor with
respect to any transfer of an interest in a Mortgagor pursuant to Section
3.08(a), (iv) any and all assumption fees, modification fees, consent fees,
extension fees and similar fees actually collected on the Serviced Loans that
are not otherwise payable to the Master Servicer as additional servicing
compensation pursuant to Section 3.11(a) and (v) 50% of each modification fee or
extension fee actually paid by the Mortgagor with respect to a modification,
consent, waiver or amendment agreed to by the Master Servicer pursuant to this
Agreement if the approval or consent of the Special Servicer (or the Directing
Holder with respect to an extension of maturity granted pursuant to Section
3.21(c)) was required in connection therewith and 100% of any modification fee
or extension fee and any other applicable fee that is actually paid by the
Mortgagor in connection with an extension of the maturity date of a Performing
Serviced Loan approved by the Special Servicer in accordance with Section
3.21(d), shall be retained by the Special Servicer or promptly paid to the
Special Servicer by the Master Servicer, as the case may be, and shall not be
required to be deposited in any Custodial Account pursuant to Section 3.04(a) or
Section 3.04A(a). The Special Servicer shall also be entitled to additional
special servicing compensation in the form of interest or other income earned on
deposits in any of the REO Accounts, if established, 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 each Collection Period).

        (d) The Master Servicer and the Special Servicer shall each be required
to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including payment of any amounts due and owing
to the Primary Servicer or any of its Sub-Servicers and the premiums for any
blanket policy obtained by it insuring against hazard losses pursuant to Section
3.07(b)), if and to the extent such expenses are not payable directly out of any
of the Custodial Accounts or, in the case of the Special Servicer, any of the
REO Accounts, and neither the Master Servicer nor the Special Servicer shall be
entitled to reimbursement for such expenses except as expressly provided in this
Agreement.

        Section 3.12         Certain Matters Regarding Servicing Advances.

        (a) If the Master Servicer is required under any provision of this
Agreement to make a Servicing Advance, but does not do so within 15 days after
such Advance is required to be made, the Trustee shall, if it has actual
knowledge of such failure on the part of the Master Servicer, give written
notice of such failure, as applicable, to the Master Servicer. If such Servicing
Advance is not made by the Master Servicer within three Business Days after such
notice is given to the Master Servicer, then (subject to Section 3.12(d)) the
Trustee shall make such Servicing Advance.

        (b) The Master Servicer, the Special Servicer and the Trustee shall each
be entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each Servicing Advance made
thereby (with its own funds) for so long as such Servicing Advance is
outstanding, such interest to be payable: (i) out of any Default Charges on
deposit in the Pool Custodial Account that were collected on or in respect of
the related Mortgage Loan during the same Collection Period in which such
Servicing Advance is reimbursed; and (ii) to the extent that such Default
Charges are insufficient, but not before the related Advance has been reimbursed
pursuant to this Agreement, out of general collections on the Mortgage Loans and
REO Properties on deposit in the Pool Custodial Account; provided that, if such
Servicing Advance was made with respect to a Serviced Loan Group or a Loan Group
Mortgaged Property (other than the Non-Serviced Loan Groups), then such interest
shall first be payable out of amounts on deposit in the related Loan Group
Custodial Account in accordance with clause (viii) of Section 3.05A.

        (c) The Master Servicer shall reimburse itself, the Special Servicer or
the Trustee, as appropriate and in accordance with Section 3.03, Section
3.05(a), Section 3.05(e) or Section 3.05A(a) (and, with respect to the
[_________] Loan Group, the related Co-Lender Agreement), as applicable, for any
Servicing Advance as soon as practicable after funds available for such purpose
are deposited in the related Custodial Account.

        (d) Notwithstanding anything herein to the contrary, none of the Master
Servicer, the Special Servicer or the Trustee shall be required to make out of
its own funds any Servicing Advance that would, if made, constitute a
Nonrecoverable Servicing Advance. The determination by either the Master
Servicer or the Special Servicer that it has made (or a determination by the
Special Servicer that the Master Servicer has made) a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing
Standard and shall be evidenced by an Officer's Certificate delivered promptly
to the Trustee and the Depositor (and, if affected thereby, the related
Companion Loan Noteholder), setting forth the basis for such determination,
together with a copy of any appraisal of the related Mortgaged Property or REO
Property, as the case may be (which appraisal shall be an expense of the Trust,
shall take into account the factors specified in Section 3.19 and shall have
been conducted by an Independent Appraiser in accordance with the standards of
the Appraisal Institute within the twelve months preceding such determination of
nonrecoverability), and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in the Master Servicer's or
the Special Servicer's possession) and any engineers' reports, environmental
surveys or similar reports that the Master Servicer or the Special Servicer may
have obtained and that support such determination. If the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer that a Servicing
Advance, if made, would be a Nonrecoverable Advance and the Master Servicer and
the Trustee shall conclusively rely on any non-recoverability determination made
by the Special Servicer; provided, however, that if the Master Servicer or the
Special Servicer has failed to make a Servicing Advance for reasons other than a
determination by the Master Servicer or the Special Servicer, as applicable,
that such Servicing Advance would be a Nonrecoverable Advance, the Trustee shall
make such Servicing Advance within the time periods required by Section 3.12(a)
unless the Trustee, in good faith, makes a determination that such Servicing
Advance would be a Nonrecoverable Advance. In addition, the Special Servicer
shall provide the Master Servicer or the Trustee with such information in its
possession as the Master Servicer or the Trustee 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. The applicable Master Servicer or Special Servicer may update or change
its recoverability determinations at any time (but not reverse the others
determination that an advance is a nonrecoverable advance). In addition, the
Master Servicer and Special Servicer shall consider Workout-Delayed
Reimbursement Amounts in respect of prior Servicing Advances on the applicable
Mortgage Loan that have not been repaid by the related Mortgagor for the
purposes of nonrecoverability determinations as if such amounts were
unreimbursed Servicing Advances.

        (e) Reserved.

        (f) Notwithstanding anything to the contrary in this Agreement, the
Master Servicer shall not waive any fees that would be due or partially due to
the Special Servicer without the Special Servicer's consent and the Special
Servicer shall not waive any fees that would be due or partially due to the
Master Servicer without the Master Servicer's consent.

        Section 3.13         Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

        (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after the
related Serviced Loan becomes a Specially Serviced Loan and annually thereafter
for so long as the related Loan remains a Specially Serviced Loan, the cost of
which shall be paid by the Special Servicer and shall be reimbursable to the
Special Servicer as a Servicing Advance or, if such Servicing Advance would be a
Nonrecoverable Advance, shall be paid out of the Custodial Account as an
Additional Trust Fund Expense. In addition, the Special Servicer shall perform
or cause to be performed a physical inspection of each of the REO Properties at
least once per calendar year, the cost of which shall be paid by the Special
Servicer and shall be reimbursable to the Special Servicer as a Servicing
Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall
be paid out of the Custodial Account as an Additional Trust Fund Expense.
Beginning in 2006, the Master Servicer shall at its expense perform or cause to
be performed a physical inspection of each Mortgaged Property securing a
Performing Serviced Loan: (i) at least once every two calendar years in the case
of Mortgaged Properties securing Loans that have outstanding principal balances
of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or
less; and (ii) at least once every calendar year in the case of all other such
Mortgaged Properties; provided, that the Master Servicer will not be required to
perform or cause to be performed an inspection on a Mortgaged Property if such
Mortgaged Property has been inspected by the Master Servicer or the Special
Servicer in the preceding six months. The Master Servicer and the Special
Servicer shall each promptly prepare or cause to be prepared and deliver to the
Trustee and each other a written report of each such inspection performed by it
that sets forth in detail the condition of the Mortgaged Property and that
specifies the existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware, (ii) any change in the condition or value of the Mortgaged
Property that the Master Servicer or the Special Servicer, as applicable, in its
reasonable, good faith judgment, considers material, or (iii) any waste
committed on the Mortgaged Property. The Master Servicer and Special Servicer
shall each forward copies of any such inspection reports prepared by it to the
Underwriters and the Controlling Class Directing Holder upon request, subject to
payment of a reasonable fee.

        (b) The Special Servicer, in the case of each Specially Serviced Loan
and each REO Loan that was previously a Serviced Loan, and the Master Servicer,
in the case of each Performing Serviced Loan, shall each, consistent with the
Servicing Standard and to the extent permitted under the Loan Documents, use
reasonable efforts to obtain quarterly, annual and other periodic operating
statements and rent rolls with respect to each of the related Mortgaged
Properties and REO Properties. The Special Servicer shall, promptly following
receipt, deliver copies of the operating statements and rent rolls received or
obtained by it to the Master Servicer, and the Master Servicer shall promptly
deliver copies of the operating statements and rent rolls received or obtained
by it to the Trustee, the Special Servicer or any Controlling Class
Certificateholder, in each case upon request. In addition to the foregoing and
solely with respect to the Loan Groups, the Special Servicer and the Master
Servicer, as applicable, shall each, consistent with the Servicing Standard and
the terms of the Loan Documents, use reasonable efforts to obtain occupancy
reports, sales reports for retail tenants, 24-month rolling lease expiration
schedules, reserve balances and capital expenditure statements, as well as
information as to bankrupt tenants and tenants whose leases have expired and
have not been renewed. The Special Servicer shall, promptly following receipt,
deliver copies (in either physical or electronic form) of the materials received
or obtained by it pursuant to the foregoing sentence to the Master Servicer, and
the Master Servicer shall promptly deliver copies (in either physical or
electronic form) of all such materials received or obtained by it pursuant to
the foregoing sentence and this sentence to the Trustee, the Special Servicer,
any Controlling Class Certificateholders and, in the case of the Loan Groups, to
the related Companion Loan Noteholders, in each case upon request; provided
that, with respect to the Loan Groups, the Master Servicer shall forward any of
the foregoing financial statements received with respect to the Loan Group
Mortgaged Properties to the Trustee promptly upon receipt thereof without the
Trustee having to make a request, but only insofar as such financial statements
are to be included in an Annual Report on Form 10-K; and provided, further, that
in the event that any losses are incurred by the Depositor that are based upon
or arise out of financial statements filed with the Commission with respect to
the Loan Group Mortgaged Properties, the Trustee shall assign or subrogate, as
appropriate, any rights it may have against the related Mortgagor with respect
to such financial statements or against the applicable auditors under any
independent auditors' report filed together with such financial statements, to
the Depositor and/or its designee, to the extent such assignment is permitted by
applicable law.

        Within 30 days after receipt by the Master Servicer of any annual
operating statements with respect to any Mortgaged Property or REO Property, the
Master Servicer with respect to a Performing Serviced Loan and the Special
Servicer with respect to a Specially Serviced Loan shall prepare or update and
forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged
Property or REO Property (with, upon request, the annual operating statements
attached thereto as an exhibit).

        The Master Servicer with respect to a Performing Serviced Loan and the
Special Servicer with respect to a Specially Serviced Loan shall prepare and
maintain one CMSA Operating Statement Analysis Report for each Mortgaged
Property and REO Property. The CMSA Operating Statement Analysis Report for each
such Mortgaged Property and REO Property is to be updated by the Master Servicer
or Special Servicer, as applicable, within 30 days after its receipt of updated
operating statements for a Mortgaged Property or REO Property, as the case may
be. The Master Servicer or Special Servicer, as applicable, shall use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any such
Mortgaged Property or REO Property (other than the Mortgaged Property securing a
Non-Serviced Loan Group), as the case may be, to update and normalize the
corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any such Mortgaged Property or REO Property
(other than the Mortgaged Property securing a Non-Serviced Loan Group), as the
case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets are to be forwarded to the Trustee automatically until such time as a
Form 15 is filed with respect to the Trust pursuant to Section 11.08, and are
otherwise to be made available by the Master Servicer to the Trustee, the
Special Servicer or any Controlling Class Certificateholder, in each case upon
request.

        (c) Not later than 2:00 p.m. (New York City time) on the second Business
Day prior to each Determination Date, the Special Servicer shall deliver or
cause to be delivered to the Master Servicer the following reports with respect
to the Specially Serviced Loans and any REO Properties, providing the required
information as of the end of the preceding calendar month: (i) a CMSA Property
File; (ii) a CMSA Comparative Financial Status Report; and (iii) a CMSA Special
Servicer Loan File. Not later than 2:00 p.m. (New York City time) on the third
Business Day prior to each Distribution Date, the Special Servicer shall deliver
or cause to be delivered to the Master Servicer the following reports with
respect to the Specially Serviced Loans, any REO Properties and, to the extent
that the subject information relates to when they were Specially Serviced Loans,
any Corrected Loans: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan
Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a
CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA
REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.

        (d) Not later than 2:00 p.m. (New York City time) on the first Business
Day prior to each Distribution Date, the Master Servicer shall deliver or cause
to be delivered to the Trustee, and the Trustee shall on such Distribution Date
make copies available to the Rating Agencies, the Special Servicer and, upon
request, any Controlling Class Certificateholder: (i) the most recent CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical
Liquidation Report, CMSA REO Status Report and CMSA Loan Level Reserve/LOC
Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the
most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if
modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status
Report and Loan Payoff Notification Report (in each case combining the reports
prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA
Servicer Watch List with information that is current as of the related
Determination Date with respect to the Loans.

        If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
it shall forward such information in the form of a Supplemental Report to the
Trustee in accordance with Section 4.02(a).

        (e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.13(c) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee (and the Trustee shall make available,
upon request, to the Special Servicer and any Controlling Class
Certificateholder or Loan Group Directing Holder) the reports set forth in
Section 3.13(d) in an electronic format reasonably acceptable to the Master
Servicer and the Trustee. The Master Servicer may, absent manifest error,
conclusively rely on the reports to be provided by the Special Servicer pursuant
to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively
rely on the reports to be provided by the applicable Lead Master Servicer
pursuant to the applicable Lead PSA. The Trustee may, absent manifest error,
conclusively rely on the reports to be provided by the Master Servicer pursuant
to Section 3.13(d). In the case of information or reports to be furnished by the
Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that
such information is based on reports to be provided by the Special Servicer
pursuant to Section 3.13(c) and/or that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.13(c), so long as the
Master Servicer and the Special Servicer are not the same Person or Affiliates,
the Master Servicer shall have no obligation to provide such information or
reports until it has received such 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 3.13(d) caused by the Special
Servicer's failure to timely provide any report required under Section 3.13(c)
of this Agreement.

        (f) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.13, including
the calculations made therein, shall be done in accordance with CMSA standards
to the extent applicable thereto.

        Section 3.13A.       Delivery of Certain Reports to the Companion Loan
Noteholders.

        (a) The Master Servicer and the Special Servicer shall each promptly
prepare or cause to be prepared and deliver to each Companion Loan Noteholder a
written report (in physical or electronic form), prepared in the manner set
forth in Section 3.13, of each inspection performed by it with respect to the
related Loan Group Mortgaged Properties (other than the Mortgaged Property
securing the Non-Serviced Loan Groups, which are serviced under the applicable
Lead PSA).

        The Master Servicer shall promptly deliver to each Companion Loan
Noteholder (in either physical or electronic form): (i) copies of operating
statements and rent rolls; (ii) upon request, annual CMSA NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CMSA
Operating Statement Analysis Reports, in each case prepared, received or
obtained by it pursuant to Section 3.13 with respect to the related Loan Group
Mortgaged Properties (other than the Mortgaged Property securing the
Non-Serviced Loan Group, which are serviced under the applicable Lead PSA).

        (b) If the Loans forming the Loan Groups constitute Specially Serviced
Loans, or if the Loan Group Mortgaged Properties have become REO Properties,
then each calendar month, not later than 2:00 p.m. (New York City time) on the
second Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Loan Groups and/or the Loan Group Mortgaged Properties,
providing the required information as of the end of the preceding calendar
month: (i) a CMSA Property File (or similar report satisfactory to the Master
Servicer); and (ii) a CMSA Comparative Financial Status Report (or similar
report satisfactory to the Master Servicer). If the Loans forming the Loan
Groups constitute Specially Serviced Loans, or if the Loan Group Mortgaged
Properties have become REO Properties, then each calendar month, not later than
2:00 p.m. (New York City time) on the second Business Day prior to the Master
Servicer Remittance Date in such month, the Special Servicer shall deliver or
cause to be delivered to the Master Servicer such of the following reports as
may be relevant with respect to the Loan Groups and/or the Loan Group Mortgaged
Properties: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff
Notification Report, (iii) a CMSA Historical Liquidation Report; (iv) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report; and (v) a CMSA
REO Status Report.

        (c) Not later than 2:00 p.m. (New York City time) on the Loan Group
Remittance Date, the Master Servicer shall, with respect to the Serviced Loan
Groups, prepare all Loan Group Servicing Reports as may be relevant and that are
not otherwise required to be prepared by the Special Servicer pursuant to
Section 3.13A(b). The Master Servicer shall include on one of such reports
updated information as of the applicable Determination Date regarding the amount
of accrued and unpaid interest on Advances in accordance with Section 3.12(b),
4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan
basis.

        (d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.13A(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer pursuant to Section 3.13A(b). In the case of information or
reports to be furnished by the Master Servicer to the applicable Companion Loan
Noteholder pursuant to Section 3.13B(a), to the extent that such information is
based on reports to be provided by the Special Servicer pursuant to Section
3.13A(b) and/or that such reports are to be prepared and delivered by the
Special Servicer pursuant to Section 3.13A(b), so long as the Master Servicer
and the Special Servicer are not the same Person or Affiliates, the Master
Servicer shall have no obligation to provide such information or reports until
it has received such 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 3.13B(a) caused by the Special Servicer's
failure to timely provide any report required under Section 3.13A(b) of this
Agreement.

        Section 3.13B.       Statements to the Companion Loan Noteholders.

        (a) On each Loan Group Remittance Date, the Master Servicer shall
forward to each Companion Loan Noteholder (other than the holders of the
Non-Serviced Companion Loans with respect to which such holders will receive
similar reports from the applicable Lead Master Servicer under the applicable
Lead PSA) all Loan Group Servicing Reports prepared with respect to the related
Loan Group, pursuant to Section 3.13A, during the calendar month in which such
applicable Master Servicer Remittance Date occurs.

        (b) The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.13B(a) to the
extent it receives the necessary underlying information from the Special
Servicer and shall not be liable for its failure to deliver such statements,
reports and information on the prescribed due dates, to the extent caused by the
failure of the Special Servicer to deliver timely such underlying information.
Nothing herein shall obligate the Master Servicer or the Special Servicer to
violate any applicable law prohibiting disclosure of information with respect to
the related Mortgagor, and the failure of the Master Servicer or the Special
Servicer to disseminate information for such reason shall not be a breach
hereunder.

        Absent manifest error of which it has actual knowledge, neither the
Master Servicer nor the Special Servicer shall be responsible for the accuracy
or completeness of any information supplied to it by a Mortgagor, the Depositor,
a Mortgage Loan Seller or third party that is included in any reports,
statements, materials or information prepared or provided by the Master Servicer
or the Special Servicer, as applicable, pursuant to this Agreement. Neither the
Master Servicer nor the Special Servicer shall have any obligation to verify the
accuracy or completeness of any information provided by a Mortgagor, the
Depositor, a Mortgage Loan Seller, a third party or each other.

        Section 3.14         [Reserved].

        Section 3.15         [Reserved].

        Section 3.16         Access to Certain Information.

        Each of the Master Servicer and the Special Servicer shall afford to the
Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, the Companion Loan Noteholders and any Certificate Owner
(identified as such to the reasonable satisfaction of the Master Servicer or the
Special Servicer, as the case may be), and to the OTS, the FDIC and any other
banking or insurance regulatory authority that may exercise authority over any
Certificateholder, Certificate Owner (identified as such to the reasonable
satisfaction of the Master Servicer or the Special Servicer, as the case may be)
or Companion Loan Noteholder, access to any records regarding the Serviced Loans
and the servicing thereof within its control (which access shall be limited, in
the case of the Companion Loan Noteholders or any regulatory authority seeking
such access in respect of the Companion Loan Noteholders, to records relating to
the Companion Loans), except to the extent it is prohibited from doing so by
applicable law or contract or to the extent such information is subject to a
privilege under applicable law to be asserted on behalf of the
Certificateholders or the Companion Loan Noteholders. Such access shall be
afforded 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.

        In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the
Companion Loan Noteholders or any regulatory authority that may exercise
authority over a Certificateholder, a Certificate Owner or Companion Loan
Noteholder, the Master Servicer and the Special Servicer may each require
payment from such Certificateholder, a Certificate Owner or Companion Loan
Noteholder of a sum sufficient to cover the reasonable costs and expenses of
providing such information or access, including copy charges and reasonable fees
for employee time and for space; provided that no charge may be made if such
information or access was required to be given or made available under
applicable law. In connection with providing Certificateholders and Certificate
Owners access to the information described in the preceding paragraph, the
Master Servicer and the Special Servicer shall require (prior to affording such
access) a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the
Special Servicer, as the case may be, generally to the effect that such Person
is a Holder of Certificates or a beneficial holder of Book-Entry Certificates
and will keep such information confidential.

        Upon the reasonable request of any Certificateholder, or any Certificate
Owner identified to the Master Servicer to the Master Servicer's reasonable
satisfaction, the Master Servicer may provide (or forward electronically) (at
the expense of such Certificateholder or Certificate Owner) copies of any
operating statements, rent rolls and financial statements obtained by the Master
Servicer or the Special Servicer; provided that, in connection therewith, the
Master Servicer shall require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that such Person is a Holder of Certificates
or a beneficial holder of Book-Entry Certificates and will keep such information
confidential.

        Section 3.17         Title to REO Property; REO Accounts.

        (a) If title to any Mortgaged Property with respect to a Serviced Loan
is acquired, the deed or certificate of sale shall be issued to the Trustee or
its nominee on behalf of the Certificateholders and, in the case of a Loan Group
Mortgaged Property, on behalf of the related Companion Loan Noteholders. If,
pursuant to Section 3.09(b), the Special Servicer formed or caused to be formed,
at the expense of the Trust, a single member limited liability company (of which
the Trust is the sole member) for the purpose of taking title to one or more REO
Properties pursuant to this Agreement, then (subject to the interests of any
affected Companion Loan Noteholder) the deed or certificate of sale with respect
to any such REO Property shall be issued to such single member limited liability
company. The limited liability company shall be a manager-managed limited
liability company, with the Special Servicer to serve as the initial manager to
manage the property of the limited liability company, including any applicable
REO Property, in accordance with the terms of this Agreement as if such property
was held directly in the name of the Trust or Trustee under this Agreement.

        The Special Servicer, on behalf of the Trust Fund and any affected
Companion Loan Noteholder, shall sell any REO Property by the end of the third
calendar year following the calendar year in which the Lower-Tier REMIC acquires
ownership of its proportionate interest in such REO Property for purposes of
Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies,
more than 60 days prior to the end of such third succeeding year, for and is
granted an extension of time (an "REO Extension") by the IRS to sell such REO
Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the
Trustee, the Special Servicer and the Master Servicer, to the effect that the
holding by the Lower-Tier REMIC of its proportionate interest in such REO
Property subsequent to the end of such third succeeding year will not result in
the imposition of taxes on "prohibited transactions" (as defined in Section 860F
of the Code) of either REMIC Pool or cause either REMIC Pool to fail to qualify
as a REMIC at any time that any Certificates are outstanding. If the Special
Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell the subject REO Property within such extended 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 obtaining 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, or for the creation of and the operating of a single member
limited liability company, shall be covered by, and reimbursable as, a Servicing
Advance.

        (b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any REO Property separate and apart from its own
funds and general assets. If an REO Acquisition shall occur in respect of any
Mortgaged Property (other than any Loan Group Mortgaged Property), the Special
Servicer shall establish and maintain one or more accounts (collectively, the
"Pool REO Account"), held on behalf of the Trustee in trust for the benefit of
the Certificateholders, for the retention of revenues and other proceeds derived
from each REO Property (other than any Loan Group REO Properties). If such REO
Acquisition occurs with respect to the Loan Group Mortgaged Properties, the
Special Servicer shall establish an REO Account solely with respect to each such
property (each, a "Loan Group REO Account"), to be held for the benefit of the
Certificateholders and the applicable Companion Loan Noteholder. The Pool REO
Account and each Loan Group REO Account shall each be an Eligible Account. The
Special Servicer shall deposit, or cause to be deposited, in the related REO
Account, upon receipt, all REO Revenues, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received in respect of any REO Property. Funds
in an REO Account may be invested in Permitted Investments in accordance with
Section 3.06. The Special Servicer shall be entitled to make withdrawals from an
REO Account to pay itself, as additional special servicing compensation in
accordance with Section 3.11(c), interest and investment income earned in
respect of amounts held in such REO Account as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to such REO
Account for any Collection Period). The Special Servicer shall give notice to
the Trustee and the Master Servicer of the location of each REO Account, and
shall give notice to the related Companion Loan Noteholders of the location of
any related Loan Group REO Account, in each case when first established and of
the new location of any such REO Account prior to any change thereof.

        (c) The Special Servicer shall withdraw from the related REO Account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the Business Day following
each Determination Date, the Special Servicer shall withdraw from each REO
Account and deposit into the corresponding Custodial Account (or deliver to the
Master Servicer or such other Person as may be designated by the Master Servicer
for deposit into the corresponding Custodial Account) the aggregate of all
amounts received in respect of each REO Property during the Collection Period
ending on such Determination Date, net of any withdrawals made out of such
amounts pursuant to the preceding sentence; provided that the Special Servicer
may retain in an REO Account such portion of proceeds and collections in respect
of any related REO Property as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital replacements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period. For purposes of the
foregoing, the Pool REO Account and applicable Loan Group REO Account correspond
to the Pool Custodial Account and the applicable Loan Group Custodial Account,
respectively.

        (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, each REO Account pursuant to Section 3.17(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

        Section 3.18         Management of REO Property.

        (a) Prior to the acquisition by it of title to a Mortgaged Property with
respect to a Serviced Loan, the Special Servicer shall review the operation of
such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

                 (i) None of the income from Directly Operating such Mortgaged
        Property as REO Property would be subject to tax as "net income from
        foreclosure property" within the meaning of the REMIC Provisions (such
        tax referred to herein as an "REO Tax"), then such Mortgaged Property
        may be Directly Operated by the Special Servicer (other than the holding
        of such Mortgaged Property for sale to customers in the ordinary course
        of trade or business or the performance of any construction work
        thereon) as REO Property;

                 (ii) Directly Operating such Mortgaged Property as REO Property
        could result in income from such property that would be subject to an
        REO Tax, but that a lease of such property to another party to operate
        such property, or the performance of some services by an Independent
        Contractor with respect to such property, or another method of operating
        such property would not result in income subject to an REO Tax, then the
        Special Servicer may (provided, that in the good faith and reasonable
        judgment of the Special Servicer, it is commercially reasonable) acquire
        such Mortgaged Property as REO Property and so lease or operate such REO
        Property; or

                 (iii) It is reasonable to believe that Directly Operating such
        Mortgaged Property as REO Property could result in income subject to an
        REO Tax and that no commercially reasonable means exists to operate such
        property as REO Property without the Trust Fund incurring or possibly
        incurring an REO Tax on income from such property, the Special Servicer
        shall deliver to the Tax Administrator, in writing, a proposed plan (the
        "Proposed Plan") to manage such property as REO Property. Such plan
        shall include potential sources of income, and, to the extent reasonably
        possible, estimates of the amount of income from each such source. Upon
        request of the Special Servicer, the Tax Administrator shall advise the
        Special Servicer of the Tax Administrator's federal income tax reporting
        position with respect to the various sources of income that the Trust
        Fund would derive under the Proposed Plan. After receiving the
        information described in the preceding sentence from the Tax
        Administrator, the Special Servicer shall either (A) implement the
        Proposed Plan (after acquiring the respective Mortgaged Property as REO
        Property), with any amendments required to be made thereto as a result
        of the Tax Administrator's tax reporting position or (B) manage and
        operate such property in a manner that would not result in the
        imposition of an REO Tax on income derived from such property.

        The Special Servicer's decision as to how each REO Property, shall be
managed and operated shall be based on the Servicing Standard and, further,
based on the good faith and reasonable judgment of the Special Servicer as to
which means would be in the best interest of the Certificateholders (or in the
case of a Loan Group REO Property, in the best interest of the
Certificateholders and the applicable Companion Loan Noteholders (as a
collective whole)) by maximizing (to the extent commercially reasonable and
consistent with Section 3.18(b)) the net after-tax REO Revenues received by the
Trust Fund with respect to such property without materially and adversely
affecting the Special Servicer's ability to promptly sell the REO Property in
accordance with this Agreement and, to the extent consistent with the foregoing,
in accordance with the Servicing Standard. Neither the Special Servicer nor the
Tax Administrator shall be liable to the Certificateholders, the Trust Fund, the
other parties hereto or each other for errors in judgment made in good faith in
the reasonable exercise of their discretion while performing their duties under
this Section 3.18 except as provided in Section 6.03. In connection with
performing their respective duties under this Section 3.18(a), both the Special
Servicer and the Tax Administrator may consult with counsel and tax accountants,
the reasonable cost of which consultation shall be covered by, and be
reimbursable as, a Servicing Advance to be made by the Special Servicer.

        (b) If title to any REO Property, is acquired, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the benefit of
the Certificateholders (or in the case of a Loan Group REO Property, in the best
interest of the Certificateholders and the applicable Companion Loan Noteholders
(as a collective whole)) solely for the purpose of its prompt disposition and
sale in a manner that does not and will not: (i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code for purposes of Section 860D(a) of the Code; or (ii) except as
contemplated by Section 3.18(a), either result in the receipt by either REMIC
Pool of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or Adverse Grantor
Trust Event. 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
consistent with the Servicing Standard and, consistent therewith, shall withdraw
from the applicable REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation,
management, maintenance and disposition of such REO Property, including:

                 (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; and

                 (iv) all costs and expenses necessary to maintain, lease, sell,
        protect, manage, operate and restore such REO Property.

        To the extent that amounts on deposit in the applicable REO Account in
respect of any REO Property are insufficient for the purposes set forth in the
preceding sentence with respect to such REO Property, the Master Servicer shall
make Servicing Advances in such amounts as are necessary for such purposes
unless the Special Servicer or the Master Servicer determines, in accordance
with the Servicing Standard, that such payment would be a Nonrecoverable
Advance; provided, however, that the Master Servicer or the Special Servicer may
make any such Servicing Advance without regard to recoverability if it is a
necessary fee or expense incurred in connection with the defense or prosecution
of legal proceedings. The Special Servicer shall notify the Master Servicer if
it shall have made any such Servicing Advance within the previous 30-day period.

        (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any REO Property:

                 (i) enter into, renew or extend any New Lease with respect to
        any REO Property, if the New Lease, by its terms would 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) Except as provided in Section 3.18(a)(i), Directly
        Operate, or allow any other Person, other than an Independent
        Contractor, to Directly Operate any Mortgaged Property as REO Property
        on any date more than 90 days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Special Servicer, as a Servicing
Advance, or, if such Servicing Advance would be a Nonrecoverable Advance, shall
be paid out of the Custodial Account as an Additional Trust Fund Expense) to the
effect that such action would not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code for
purposes of Section 860D(a) of the Code at any time that it is held by the
Lower-Tier REMIC, in which case the Special Servicer may take such actions as
are specified in such Opinion of Counsel.

        (d) The Special Servicer may, and if so required to prevent the REO
Property from failing to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code, shall contract with any Independent Contractor
for the operation and management of any REO Property, provided that:

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

                 (ii) the fees of such Independent Contractor (which shall be
        expenses of the Trust Fund or with respect to any Loan Group REO
        Property such fees shall be netted out of collections on such Loan Group
        REO Property prior to their being remitted to the Special Servicer)
        shall be reasonable and customary in consideration of the nature and
        locality of such REO Property;

                 (iii) except as permitted under Section 3.18(a), any such
        contract shall require, or shall be administered to require, that the
        Independent Contractor, in a timely manner, (A) pay out of related REO
        Revenues all costs and expenses incurred in connection with the
        operation and management of such REO Property, including those listed in
        Section 3.18(b) above, and (B) except to the extent that such revenues
        are derived from any services rendered by the Independent Contractor to
        tenants of such REO Property that are not customarily furnished or
        rendered in connection with the rental of real property (within the
        meaning of Treasury Regulations Section 1.856-4(b)(5)), 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 3.18(d) 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 such REO Property; and

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

        The Special Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties and
obligations under Section 3.17 and this Section 3.18 for indemnification of the
Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.18(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.23.

        Section 3.19         Sale of Mortgage Loans and REO Properties.

        (a) The Master Servicer, the Special Servicer or the Trustee may sell or
purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property
only (i) on the terms and subject to the conditions set forth in this Section
3.19, (ii) as otherwise expressly provided in or contemplated by Sections
2.03(a) and 9.01 of this Agreement, (iii) in the case of the Loan Groups,
subject to the requirements of, and Companion Loan Noteholder rights set forth
in, in the related Co-Lender Agreement, and (iv) in the case of a Mortgage Loan
with a related mezzanine loan, in connection with a Loan default as set forth in
the related intercreditor agreement.

        (b) Within five Business Days after any Serviced Loan has become a
Specially Serviced Loan, the Special Servicer shall give notice of such event to
the Trustee, and the Trustee will promptly notify each Holder of a Certificate
of the Controlling Class. The Special Servicer, any single Holder or any group
of Certificateholders evidencing a majority of the Voting Rights allocated to
the Controlling Class and any assignees (other than an assignee whose purchase
of such Specially Serviced Loan would violate the terms of any related mezzanine
loan intercreditor agreement or Co-Lender Agreement) of the foregoing parties
(collectively, the "Purchase Option Holders") shall each have the option to
purchase such Specially Serviced Loan at a cash price that is at least equal to
the Purchase Price. In addition, if such Specially Serviced Loan is part of a
Loan Group as to which there is a Pari Passu Companion Loan that has been
securitized, the Special Servicer shall also send a copy of the notice described
above to the trustee under the related pooling and servicing agreement.

        (c) If none of the Purchase Option Holders exercises its option to
purchase any Specially Serviced Loan as described in subsection (b) above, then
each Purchase Option Holder (other than an assignee whose purchase of such
Specially Serviced Loan would violate the terms of any related mezzanine loan
intercreditor agreement or co-lender agreement) will also have the option to
purchase that Specially Serviced Loan at a price equal to the fair value of such
Specially Serviced Loan (the "FV Price").

        Upon receipt of a request from any Purchase Option Holder to determine
the FV Price in contemplation of its intention to exercise its option to
purchase a Specially Serviced Loan at a price that is below the Purchase Price,
the Special Servicer shall promptly obtain an MAI appraisal of the related
Mortgaged Property by an Independent Appraiser (unless such an appraisal was
obtained within one year of such date and the Special Servicer has no knowledge
of any circumstances that would materially affect the validity of such
appraisal). Promptly after obtaining such appraisal, the Special Servicer shall
determine the FV Price in accordance with the Servicing Standard and the
provisions of subsection (j) below. Promptly after determining the FV Price, the
Special Servicer shall report such FV Price to the Trustee and each Purchase
Option Holder.

        With respect to any Serviced Loan Group, the Purchase Option Holders
will only have the right to purchase the related Loan Group Trust Mortgage Loan.
With respect to each such Specially Serviced Loan that is part of a Loan Group
as to which there is a Pari Passu Companion Loan that has been securitized, the
Special Servicer shall also send a copy of the notice containing the FV Price
described above to the parties under the related pooling and servicing agreement
that have the equivalent rights as the Purchase Option Holders under this
Agreement.

        With respect to each of the Non-Serviced Trust Loans, this Section 3.19
shall not be applicable, and any rights of any Persons to exercise its option to
purchase such Loan Group Trust Mortgage Loans shall be determined in accordance
with the terms of the related Lead PSA and the related Co-Lender Agreement by
the parties specified therein (and the Trust shall sell such Loan Group Trust
Mortgage Loan in compliance with such terms). Any proceeds from such sale of a
Non-Serviced Trust Loan pursuant to the exercise of such option shall be treated
for purposes of this Agreement in the same manner as funds received in
connection with the sale of any Serviced Loan Group Trust Mortgage Loan in
accordance with the provisions of this Section 3.19.

        (d) In the event that the Special Servicer determines that it is
willing, or another Purchase Option Holder notifies the Special Servicer that it
is willing, to purchase any Specially Serviced Mortgage Loan (the party
submitting such bid, the "Initial Bidder") at a price equal to or above the FV
Price (a "FV Bid"), the Special Servicer shall notify all other Purchase Option
Holders that it has made or received, as the case may be, such FV Bid (without
disclosing the amount of such FV Bid). All other Purchase Option Holders may
submit competing bids within the ten Business Day period following such notice.
At the conclusion of the above-described ten Business Day period, the Special
Servicer shall accept the highest bid received from any Purchase Option Holder
that is at least equal to the FV Price.

        (e) If the Special Servicer accepts the bid of any Purchase Option
Holder, such Purchase Option Holder shall be required to purchase the subject
Specially Serviced Mortgage Loan within ten Business Days of receipt of notice
of such acceptance.

        (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of 120 days from the Special Servicer's most recent determination of
the FV Price and thereafter receives a FV Bid or a request from a Purchase
Option Holder for an updated FV Price, the Special Servicer shall within 45 days
recalculate the FV Price (with no presumption that such FV Price should be
reduced on account of the lack of an FV Bid) and repeat the notice and bidding
procedure provided in subsection (c) above until the purchase option terminates
under subsection (j) below. In connection with such recalculation, the Special
Servicer may obtain an updated Appraisal if it determines that market conditions
or conditions at the mortgaged property warrant an updated Appraisal. In
addition, the Special Servicer shall recalculate the FV Price of any Mortgage
Loan if there has been a material change in circumstances of which the Special
Servicer is aware or the Special Servicer has received new information, either
of which has a material effect on the fair value.

        (g) If the party exercising the purchase option at the FV Price for any
Specially Serviced Loan is the Special Servicer or an Affiliate thereof, the
Trustee shall verify that the FV Price is at least equal to the fair value of
such Mortgage Loan. In determining whether the FV Price is at least equal to the
fair value of such Mortgage Loan the Trustee will be permitted to conclusively
rely on an appraisal obtained by the Trustee from an Independent Appraiser at
the time it is required to verify the FV Price and/or the opinion of an
Independent expert in real estate matters (including the Master Servicer) with
at least 5 years' experience in valuing or investing in loans, similar to such
Mortgage Loan, that has been selected by the Trustee with reasonable care at the
expense of the Trust Fund.

        (h) Any Purchase Option Holder may, once such option is exercisable,
assign its purchase option with respect to any Specially Serviced Loan to a
third party other than another Purchase Option Holder or any Person whose
purchase of such Specially Serviced Loan would violate any restrictions
contained in any mezzanine intercreditor agreement or any Co-Lender Agreement
and upon such assignment such third party shall have all of the rights that had
been granted to the Purchase Option Holder hereunder in respect of the purchase
option. Such assignment shall only be effective upon written notice (together
with a copy of the executed assignment and assumption agreement) being delivered
to the Trustee, the Master Servicer and the Special Servicer.

        (i) In determining the FV Price for any Specially Serviced Loan, the
Special Servicer may take into account, among other factors, the results of any
appraisal or updated appraisal that it or the Master Servicer may have obtained
in accordance with this Agreement within the prior twelve months; the opinions
on fair value expressed by Independent investors in mortgage loans comparable to
the subject Specially Serviced Loan; the period and amount of any delinquency on
the subject Specially Serviced Loan; the physical condition of the related
Mortgaged Property; the state of the local economy; and the expected recoveries
from the subject Specially Serviced Loan if the Special Servicer were to pursue
a workout or foreclosure strategy instead of selling such Mortgage Loan to a
Purchase Option Holder.

        (j) The purchase option for any Specially Serviced Loan pursuant to this
Section 3.19 shall terminate, and shall not be exercisable as set forth in
subsections (b) and (c) above (or if exercised, but the purchase of the subject
Mortgage Loan has not yet occurred, shall terminate and be of no further force
or effect) if and when (i) such Specially Serviced Loan has become a Corrected
Loan, (ii) the related Mortgaged Property has become an REO Property or (iii) a
Final Recovery Determination has been made with respect to such Specially
Serviced Loan.

        (k) Until such time as an FV Bid is accepted and the related Specially
Serviced Mortgage Loan is sold in connection therewith, the Special Servicer
shall continue to pursue all of the other resolution options available to it
with respect to the Specially Serviced Loan in accordance with the Servicing
Standard.

        (l) Notwithstanding anything to the contrary herein, the holders of the
related Companion Loan shall be entitled to purchase the related Loan Group
Trust Mortgage Loans in accordance with the terms and conditions set forth in
the related Co-Lender Agreement, even after it has been purchased out of the
Trust Fund pursuant to this Section 3.19. The Special Servicer shall determine
the price to be paid in accordance with the terms of the related Co-Lender
Agreement in connection with any such purchase and shall provide such notices to
the appropriate Companion Loan Noteholders as are required by the related
Co-Lender Agreement in connection with each such holders' purchase rights.

        (m) Any purchase of a Specially Serviced Loan that is purchased pursuant
to this Section 3.19 will remain subject to the cure and purchase rights of, in
each case if applicable, the related Companion Loan Noteholders as set forth in
the related Co-Lender Agreement and any holder of a related mezzanine loan in
connection with a Loan default as set forth in the related intercreditor
agreement.

        (n) The Special Servicer shall use its best efforts to solicit bids for
each REO Property in such manner that is in accordance with the Servicing
Standard and that is within the time period provided for by Section 3.17(a).
Subject to Section 6.11, the Special Servicer shall accept the first (and, if
multiple bids are received contemporaneously or subsequently, the highest) cash
bid received from any Person that constitutes a fair price for such REO
Property. If the Special Servicer reasonably believes that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by
Section 3.17(a), then (subject to Section 6.11) the Special Servicer shall
dispose of such REO Property upon such terms and conditions as the Special
Servicer shall deem necessary and desirable to maximize the recovery thereon
under the circumstances and, in connection therewith, shall accept the highest
outstanding cash bid, regardless of from whom received.

        (o) The Special Servicer shall give the Trustee and the Depositor prior
written notice of its intention to sell any REO Property pursuant to this
Section 3.19.

        (p) No Interested Person shall be obligated to submit a bid to purchase
any REO Property, and notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may bid for
or purchase any REO Property pursuant hereto.

        (q) Whether any cash bid constitutes a fair price for any REO Property
for purposes of this Section 3.19, shall be determined by the Special Servicer
or, if such cash bid is from an Interested Person, by the Trustee. In
determining whether any bid received from an Interested Person represents a fair
price for any REO Property, the Trustee shall be supplied with and shall be
entitled to rely on the most recent appraisal in the related Servicing File
conducted in accordance with this Agreement within the preceding 12-month period
(or, in the absence of any such appraisal or if there has been a material change
at the subject property since any such appraisal, on a new appraisal to be
obtained by the Special Servicer (the cost of which shall be covered by, and be
reimbursable as, a Servicing Advance)). The appraiser conducting any such new
appraisal shall be an Independent Appraiser selected by the Special Servicer if
neither the Special Servicer nor any Affiliate thereof is bidding with respect
to an REO Property and selected by the Trustee if either the Special Servicer or
any Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted to it (and, if the Special Servicer or any Affiliate
thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any REO Property, the Special Servicer shall take
into account the results of any appraisal or updated appraisal that it or the
Master Servicer may have obtained in accordance with this Agreement within the
prior twelve months, and any Independent Appraiser shall be instructed to take
into account, as applicable, among other factors, the occupancy level and
physical condition of the subject REO Property, the state of the local economy
and the obligation to dispose of the subject REO Property within the time period
specified in Section 3.17(a). The Purchase Price for any REO Property shall in
all cases be deemed a fair price. Notwithstanding the other provisions of this
Section 3.19, no cash bid from the Special Servicer or any Affiliate thereof
shall constitute a fair price for any REO Property unless such bid is the
highest cash bid received and at least two independent bids (not including the
bid of the Special Servicer or any Affiliate) have been received. In the event
the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received and
the original bid of the Special Servicer or any Affiliate thereof is the highest
of all cash bids received, then the bid of the Special Servicer or such
Affiliate shall be accepted, provided that the Trustee has otherwise determined,
as provided above in this Section 3.19(s), that such bid constitutes a fair
price for any REO Property. Any bid by the Special Servicer shall be
unconditional; and, if accepted, the subject REO Property shall be transferred
to the Special Servicer without recourse, representation or warranty other than
customary representations as to title given in connection with the sale of a
real property.

        (r) Subject to Sections 3.19(a) through 3.19(g) above, and further
subject to Section 6.11, the Special Servicer shall act on behalf of the Trustee
in negotiating with independent third parties seeking to purchase an REO
Property and taking any other action necessary or appropriate in connection with
the sale of any Specially Serviced Loan or REO Property pursuant to this Section
3.19, and the collection of all amounts payable in connection therewith. In
connection therewith, the Special Servicer may charge prospective bidders for
any REO Property, and may retain, fees that approximate the Special Servicer's
actual costs in the preparation and delivery of information pertaining to, or
evaluating bids for, such REO Property without obligation to deposit such
amounts into the Pool Custodial Account. Any sale of a Specially Serviced Loan
or an REO Property pursuant to this Section 3.19 shall be final and without
recourse to the Trustee or the Trust, and if such sale is consummated in
accordance with the terms of this Agreement, neither the Special Servicer nor
the Trustee shall have any liability to any Certificateholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.

        (s) Any sale of a Specially Serviced Loan or an REO Property pursuant to
this Section 3.19 shall be for cash only and shall be on a servicing released
basis.

        Section 3.20         Additional Obligations of the Master Servicer;
Obligations to Notify Ground Lessors; the Special Servicer's Right to Request
the Master Servicer to Make Servicing Advances.

        (a) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the lesser of (i) the aggregate
amount of all Prepayment Interest Shortfalls, if any, incurred in connection
with Principal Prepayments received during the most recently ended Collection
Period with respect to Performing Serviced Loans in the Mortgage Pool and (ii)
the aggregate of all Master Servicing Fees received by the Master Servicer
during such Collection Period with respect to the entire Mortgage Pool (but only
to the extent of that portion thereof calculated at a rate of 0.01% per annum
with respect to each and every Serviced Loan and each and every REO Mortgage
Loan that was previously a Serviced Loan); provided, however, that if any such
Prepayment Interest Shortfall occurs as a result of the Master Servicer's
allowing the Mortgagor to deviate from the terms of the related Loan documents
regarding Principal Prepayments, the Master Servicer shall be obligated to pay
an amount equal to the entire Prepayment Interest Shortfall with respect to the
subject Serviced Mortgage Loan without any limitation of the kind set forth in
clause (ii) of this sentence.

        (b) The Master Servicer shall, as to each Serviced Loan which is secured
by the interest of the related Mortgagor under a Ground Lease, even if the
corresponding fee interest is encumbered, promptly (and in any event within 60
days) following the Closing Date, notify the related ground lessor of the
transfer of such Serviced Loan to the Trust Fund pursuant to this Agreement and
inform such ground lessor that any notices of default under the related Ground
Lease should thereafter be forwarded to the Master Servicer.

        (c) The Master Servicer shall, as to each Mortgage Loan which is secured
by the interest of the related Mortgagor in a hospitality property, not later
than the later of (i) 30 days following the Master Servicer's receipt of the
subject franchise agreement and (ii) the expiration of the period that may be
required for such notice pursuant to the terms of the applicable franchise
documents, if any, notify the related hospitality franchisor of the transfer of
such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such
hospitality franchisor that any notices of default under the related franchise
agreement should thereafter be forwarded to the Master Servicer (and also to the
Special Servicer if such Mortgage Loan becomes a Specially Serviced Loan).

        (d) Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer has the option under this Agreement to make
any Servicing Advance but does not desire to do so, the Special Servicer may, in
its sole discretion, request that the Master Servicer make such Servicing
Advance, such request to be made, in writing, at least five (5) Business Days
(or, in an emergency situation or on an urgent basis, two (2) Business Days,
provided that the written request set forth the nature of the emergency or the
basis of the urgency) in advance of the date on which such Servicing Advance is
required to be made hereunder and to be accompanied by such information and
documentation regarding the subject Servicing Advance as the Master Servicer may
reasonably request. The Master Servicer shall have the obligation to make any
such Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
The Master Servicer shall be entitled to reimbursement for any Servicing Advance
made by it at the direction of the Special Servicer, together with interest
thereon in accordance with Sections 3.05(a), 3.05A and 3.12(b), as applicable,
at the same time, in the same manner and to the same extent as the Master
Servicer is entitled with respect to any other Servicing Advances made thereby.

        Notwithstanding the foregoing provisions of this Section 3.20(d), but
subject to the provisions of Section 3.12(e), the Master Servicer shall not be
required to make at the direction of the Special Servicer, any Servicing Advance
if the Master Servicer determines in its reasonable, good faith judgment that
such Servicing Advance, although not characterized by the Special Servicer as a
Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance.
The Master Servicer shall notify the Special Servicer in writing of such
determination, which shall be made pursuant to Section 3.12(d). 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 and the Trustee shall be entitled to conclusively rely on such
determination. Upon determining that any Servicing Advance previously made with
respect to a Specially Serviced Loan or REO Property is a Nonrecoverable
Servicing Advance, the Special Servicer shall report to the Master Servicer the
Special Servicer's determination. The Master Servicer shall be entitled to
conclusively rely on such a determination and shall be bound by such a
determination (but this statement shall not be construed to entitle the Special
Servicer to reverse any determination that may have been made by the Master
Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from
making a determination, that any Servicing Advance constitutes or would
constitute a Nonrecoverable Advance).

        Section 3.21         Modifications, Waivers, Amendments and Consents;
Defeasance.

        (a) Subject to Sections 3.21(b) through 3.21(f) below, and further
subject to Section 6.11, the Special Servicer (or, under the limited
circumstances set forth in Section 3.21(c), the Master Servicer) may, on behalf
of the Trustee and, in the case of the Companion Loans, any Companion Loan
Noteholder, agree to any modification, extension, waiver or amendment of any
term of any Serviced Loan and respond to various Mortgagor requests for consent
on the part of the mortgagee (including the lease reviews and lease consents
related thereto), without the consent of the Trustee, any Certificateholder, any
Companion Loan Noteholder, the Master Servicer (in the case of any such action
taken by the Special Servicer) or, except as expressly set forth below, the
Special Servicer (in the case of any such action taken by the Master Servicer).

        (b) All modifications, extensions, waivers or amendments of any Serviced
Loan, including the lease reviews and lease consents related thereto, shall be
in writing and shall be considered and effected in a manner consistent with the
Servicing Standard.

        (c) In the case of any Performing Serviced Loan, and subject to the
rights of the Special Servicer set forth below, the Master Servicer shall be
responsible for responding to any request by a Mortgagor for the consent or
approval of the mortgagee with respect to a modification, extension, waiver or
amendment of any term thereof, provided that such consent or approval or such
modification, extension, waiver or amendment would not (except as permitted by
Sections 3.02(a), 3.03(d), 3.07, 3.08(a) and 3.21(f) hereof) affect the amount
or timing of any of the payment terms of such Loan (including payment terms
related to late payment charges but excluding Default Interest and other amounts
constituting servicing compensation), result in the release of the related
Mortgagor from any material term thereunder, waive any rights thereunder with
respect to any guarantor thereof, relate to the release, addition or
substitution of any material collateral for such Loan or relate to any waiver of
or granting of consent under a "due-on-sale" or "due-on-encumbrance" clause.
With respect to any action proposed to be taken by the Master Servicer under
this Section 3.21(c) where the thresholds in clauses (i) through (v) of the next
sentence are exceeded, or which involves the situations set forth in the proviso
to the previous sentence, the Special Servicer only may take such action. To the
extent consistent with the foregoing, but subject to Section 3.21(f), the Master
Servicer shall also be responsible for the following with respect to the
Performing Serviced Loans:

                 (i) consent to subordination of the related Mortgage Loan to an
        easement or right of way for utilities, access, parking, public
        improvements or another similar purpose, provided the Master Servicer
        shall have determined in accordance with the Servicing Standard that
        such easement or right of way shall not materially interfere with the
        then current use of the related Mortgaged Property, or the security
        intended to be provided by such Mortgage, the related Mortgagor's
        ability to repay the Mortgage Loan, or materially or adversely affect
        the value of the related Mortgaged Property;

                 (ii) grant waivers of minor covenant defaults (other than
        financial covenants) including late financial statements and approving
        any waiver affecting the timing of receipt of financial statements from
        any Mortgagor; provided that such financial statements are delivered no
        less than quarterly and within 60 days of the end of the calendar
        quarter to which such financial statements relate;

                 (iii) grant releases of non-material parcels of a Mortgaged
        Property (provided that releases as to which the related Loan documents
        expressly require the mortgagee thereunder to make releases upon the
        satisfaction of certain conditions (which do not provide for lender
        consent or lender discretion) shall be made as required by the related
        Loan documents);

                 (iv) approve or consent to grants of easements and rights of
        way that do not materially affect the use or value of a Mortgaged
        Property or the Mortgagor's ability to make any payments with respect to
        the related Mortgage Loan;

                 (v) grant other non-material waivers, consents, modifications
        or amendments;

                 (vi) approve routine leasing activity with respect to leases
        for less than the lesser of (A) 20,000 square feet and (B) 20% of the
        related Mortgaged Property;

                 (vii) approve annual budgets for the related Mortgaged
        Property, provided that no such budget (A) provides for the payment of
        operating expenses in an amount equal to more than 110% of the amounts
        budgeted therefor for the prior year or (B) provides for the payment of
        any material expenses to any affiliate of the Mortgagor (other than with
        respect to the payment of the management fee to any property manager if
        such management fee is no more than the management fee in effect on the
        Cut off Date); and

                 (viii) approve a change of the property manager at the request
        of the related Mortgagor, provided that (A) the successor property
        manager is not affiliated with the Mortgagor and is a nationally or
        regionally recognized manager of similar properties, (B) the related
        Serviced Loan does not represent 2% or more of the then aggregate
        principal balance of the Mortgage Pool and (C) the Loan Group Mortgaged
        Properties are not involved;

        Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07,
Section 3.08(a) and this Section 3.21(c), the Master Servicer may not agree to
waive, modify or amend any term of any Loan or respond to any Mortgagor requests
for mortgagee consent. Furthermore, the Master Servicer may not agree to any
modification, extension, waiver or amendment of any term of any Mortgage Loan
that would cause an Adverse REMIC Event with respect to either REMIC Pool or an
Adverse Grantor Trust Event with respect to the Grantor Trust. 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 set forth on Schedule X attached hereto 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 five (5) Business Days of the Special Servicer's
receipt of such request). For purposes of this Agreement, "disbursements of
earnouts or holdback amounts" shall mean the disbursement or funding to a
Mortgagor or 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.

        (d) Except as provided in Section 3.02(a), Section 3.07, Section 3.08 or
Section 3.21(e), the Special Servicer, on behalf of the Trustee and, in the case
of a Companion Loan, the related Companion Loan Noteholders, shall not agree or
consent to any modification, extension, waiver or amendment of any term of any
Serviced Loan that would:

                 (i) affect the amount or timing of any scheduled payment of
        principal, interest or other amount (including Prepayment Premiums or
        Yield Maintenance Charges, but excluding Default Interest and other
        amounts payable as additional servicing compensation) payable
        thereunder;

                 (ii) affect the obligation of the related Mortgagor to pay a
        Prepayment Premium or Yield Maintenance Charge or effect the waiver of
        any prepayment restriction thereunder or permit a Principal Prepayment
        during any period in which the related Mortgage Note prohibits Principal
        Prepayments;

                 (iii) except as expressly contemplated by the related Mortgage
        or pursuant to Section 3.09(d), result in a release of the lien of the
        Mortgage on any material portion of the related Mortgaged Property
        without a corresponding Principal Prepayment in an amount not less than
        the fair market value (as determined by an appraisal by an Independent
        Appraiser delivered to the Special Servicer at the expense of the
        related Mortgagor and upon which the Special Servicer may conclusively
        rely) of the property to be released; or

                 (iv) in the reasonable, good faith judgment of the Special
        Servicer, otherwise materially impair the security for such Loan or
        reduce the likelihood of timely payment of amounts due thereon.

        Notwithstanding the prior provisions of this Section 3.21(d), and
subject to the Servicing Standard, and further subject to clause (C) of the
first paragraph of, and the entire second paragraph of, Section 3.21(e) and
Section 6.11, following any extensions of the maturity date of a Performing
Serviced Loan that the Master Servicer is permitted to approve pursuant to
Section 3.21(c), the Special Servicer may extend the maturity date of a
Performing Serviced Loan for up to one year (subject to a limit of a total of
four such one-year extensions); provided that the related Mortgagor has failed
to make any Balloon Payment on such Performing Serviced Loan. In connection with
an extension of the maturity date of a Performing Serviced Loan approved by the
Special Servicer in accordance with this subsection (d), the Special Servicer
shall process all requests and related documentation and shall be entitled to
retain 100% of any modification fee or extension fee that is actually paid by
the related Mortgagor. The Special Servicer shall promptly notify the Master
Servicer of any extension granted by the Special Servicer in accordance with
this paragraph.

        (e) Notwithstanding Section 3.21(d), but subject to Section 6.11 and the
second paragraph of this Section 3.21(e), the Special Servicer may (i) reduce
the amounts owing under any Specially Serviced Loan by forgiving principal,
accrued interest or any Prepayment Premium, Yield Maintenance Charge or exit
fee, (ii) reduce the amount of the Monthly Payment on any Specially Serviced
Loan, including by way of a reduction in the related Mortgage Rate, (iii)
forbear in the enforcement of any right granted under any Mortgage Note,
Mortgage or other Loan document relating to a Specially Serviced Loan, (iv)
accept a Principal Prepayment on any Specially Serviced Loan during any Lockout
Period or (v) extend the maturity of any Specially Serviced Loan; provided that
(A) the related Mortgagor is in monetary default or material non-monetary
default with respect to such Specially Serviced Loan or, in the reasonable, good
faith judgment of the Special Servicer, such default is reasonably foreseeable,
(B) in the reasonable, good faith judgment of the Special Servicer, such
modification, extension, waiver or amendment would increase the recovery on such
Specially Serviced Loan to Certificateholders (as a collective whole) or, if a
Loan Group is involved, would increase the recovery on such Loan Group to
Certificateholders and related Companion Loan Noteholders (as a collective
whole), on a present value basis (the relevant discounting of anticipated
collections that will be distributable to the Certificateholders (or, in the
case of the Loan Groups, to Certificateholders and related Companion Loan
Noteholders), to be performed at a rate taking into account the related Mortgage
Rate (or, in the case of a Loan Group, at the weighted average of the Mortgage
Rates for such Loan Group) in each case) and taking into account the risk of
collection, and (C) such modification, extension, waiver or amendment would not
cause an Adverse REMIC Event in respect of either REMIC Pool or any REMIC
created in connection with Companion Loan Securities or an Adverse Grantor Trust
Event with respect to the Grantor Trust; and provided, further, that (i) any
modification, extension, waiver or amendment of the payment terms of a Loan
Group shall be structured so as to be consistent with the allocation and payment
priorities set forth in the related Loan documents and the related Co-Lender
Agreement, such that neither the Trust as holder of the related Mortgage Loan
nor the related Companion Loan Noteholders shall gain a priority over the other
such Holder with respect to any payment, which priority is not, as of the date
of the related Co-Lender Agreement, reflected in the related Loan documents and
such Co-Lender Agreement and (ii) any waiver, reduction or deferral of any
particular amount due on any Loan in a Loan Group or reduction of any Mortgage
Rate on any Loan in a Loan Group shall be allocated in the manner set forth in
the related Co-Lender Agreement.

        In no event shall the Special Servicer: (i) extend the maturity date of
a Serviced Loan beyond the date that is two years prior to the Rated Final
Distribution Date; (ii) extend the maturity date of any Serviced Loan for more
than five years beyond its Stated Maturity Date; or (iii) if the Serviced Loan
is secured solely or primarily by a Mortgage on the leasehold interest under a
Ground Lease (but not the related fee interest), extend the maturity date of
such Serviced Loan beyond the date which is 20 years (or, to the extent
consistent with the Servicing Standard, giving due consideration to the
remaining term of the Ground Lease, 10 years) prior to the expiration of the
term of such Ground Lease.

        The determination of the Special Servicer contemplated by clause (B) of
the proviso to the first paragraph of this Section 3.21(e) shall be evidenced by
an Officer's Certificate to such effect delivered to the Trustee and the Master
Servicer (and, in the case of a Loan Group, the affected Companion Loan
Noteholders) and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall attach to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.

        (f) Notwithstanding anything to the contrary in this Agreement, neither
the Master Servicer nor the Special Servicer, as applicable, shall give any
consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager or, if such
Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures either (A) the
Companion Loans or (B) a Serviced Loan that has an unpaid principal balance that
is at least equal to the lesser of $20,000,000 and 2% of the then aggregate
principal balance of the Mortgage Pool, unless: (1) the mortgagee is not given
discretion under the terms of the related Loan; or (2) it has received prior
written confirmation from each Rating Agency that such action will not result in
an Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities.

        Any party hereto seeking Rating Agency confirmation with respect to the
matters described above shall deliver a Review Package to such Rating Agency.

        (g) Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Loan, notwithstanding that the terms of such
modification, extension, waiver or amendment so permit. The foregoing shall in
no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise collectible under the terms of the related Mortgage
Note.

        (h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Loan and, further, by the terms of this Agreement and applicable law,
require that such Mortgagor pay to it (i) as additional servicing compensation,
a reasonable or customary fee for the additional services performed in
connection with such request, provided such fee does not cause a "significant
modification" of the Loan pursuant to Treasury Regulations Sections
1.1001-3(e)(2) or 1.860G-2(b), and (ii) any related costs and expenses incurred
by it. Any such fee that is to be shared by the Master Servicer and the Special
Servicer may not be waived or reduced by either such party without the consent
of the other party. In no event shall the Special Servicer or Master Servicer be
entitled to payment for such fees or expenses unless such payment is collected
from the related Mortgagor.

        (i) The Special Servicer, with respect to a Specially Serviced Loan, and
Master Servicer, with respect to a Performing Serviced Loan, shall each notify
the other, any related Sub-Servicers, the Trustee and, where a Companion Loan is
affected, the related Companion Loan Noteholder, in writing, of any
modification, extension, waiver or amendment of any term of any Loan (including
fees charged the Mortgagor) agreed to by the Special Servicer (or agreed to by
the Master Servicer in the case of Performing Serviced Loans) and the date
thereof, and shall deliver to the Trustee or any related Custodian for deposit
in the related Mortgage File (with a copy to be delivered to or retained by, as
applicable, the Master Servicer), an executed counterpart of the agreement
relating to such modification, extension, waiver or amendment promptly following
execution and delivery thereof, to be followed by an original recorded
counterpart promptly following the recordation (and receipt).

        (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charge in respect of any Serviced Loan, whether pursuant to
Section 3.02(a) or this Section 3.21, the respective amounts of additional
servicing compensation payable to the Master Servicer and the Special Servicer
as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

        (k) With respect to any Serviced Loan that permits the release of
Mortgaged Properties through defeasance, to the extent permitted under the
related Loan documents, the Master Servicer shall, subject to the next paragraph
and the related Loan documents, (1) notify each Rating Agency, the Trustee, the
Underwriters and the Special Servicer upon receipt of a Mortgagor's notice of
defeasance of such Loan, (2) obtain the written confirmation from each Rating
Agency that the acceptance of a pledge of the Defeasance Collateral will not
result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities, and (3) take such further action as provided in such
Mortgage Note to effectuate such defeasance, including the purchase and
perfection of the Defeasance Collateral on behalf of the Trustee (as mortgagee
of record on behalf of the Certificateholders and, in the case of the Companion
Loans, the related Companion Loan Noteholders. The confirmation described in
clause (2) above shall not be required:

                 (i) from S&P in the case of a Serviced Loan with an unpaid
        principal balance less than or equal to $20,000,000 and constitutes less
        than 5% of the aggregate unpaid principal balance of the Mortgage Pool,
        and is not then one of the ten largest (measured by unpaid principal
        balance) Mortgage Loans in the Mortgage Pool, provided the Master
        Servicer delivers to S&P a certification in the form attached hereto as
        Exhibit L (a "Defeasance Certificate"); or

                 (ii) from Moody's in the case of any Serviced Loan that is not
        then one of the ten largest (measured by unpaid principal balance)
        Mortgage Loans in the Mortgage Pool and that is not then one of the ten
        largest groups (measured by aggregate unpaid principal balance) of
        Mortgage Loans with related Mortgagors, provided the Master Servicer
        delivers to Moody's a Defeasance Certificate;

provided that, in the case of (i) or (ii) above, such written confirmation shall
not be required from S&P and/or Moody's (provided that the Master Servicer
delivers a Defeasance Certificate to the applicable Rating Agency), as
applicable, in the event the subject Mortgage Loan complies with the then
current applicable guidelines set forth by such Rating Agency, or the unpaid
principal balance of such Mortgage Loan, the percentage such Mortgage Loan
constitutes of the Mortgage Pool or the relative size of such Mortgage Loan with
respect to the Mortgage Pool, as applicable, does not exceed the current
applicable threshold for review as set forth by such Rating Agency).

        Notwithstanding the foregoing, but subject to the related Loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Loan if (i) such defeasance would occur within two
years of the Startup Day, (ii) if the Defeasance Collateral shall not be
Government Securities; (iii) such Defeasance Loan (or any applicable agreement
executed in connection with the related defeasance) provides that the Mortgagor
shall be liable for any shortfalls from such Defeasance Collateral or otherwise
be subject to recourse liability with respect to the Defeasance Loan (except for
any liability that, pursuant to the terms of the related Loan documents,
survives such defeasance), (iv) all costs to be incurred in connection with such
defeasance (including Rating Agency fees, accountants' fees and costs incurred
in connection with any required opinions of counsel) would not be paid by the
related Mortgagor; provided, however, that if the related Loan documents do not
require the Borrower to pay such costs, such costs shall be paid as an
Additional Trust Fund Expense out of the Custodial Account and the Master
Servicer shall provide notice to, and demand payment for such costs from, the
related Mortgage Loan Seller pursuant to Section 5(g) of the related Mortgage
Loan Purchase Agreement, or (v) unless such confirmation is not required
pursuant to the first paragraph of this Section 3.21(k), either Rating Agency
does not confirm in writing to the Master Servicer that the acceptance of a
pledge of the Defeasance Collateral in lieu of a prepayment will not result in
an Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities.

        All expenses related to the defeasance of a Defeasance Loan shall be
charged to the related Mortgagor or other responsible party.

        Section 3.22         Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.

        (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Loan that had otherwise been a Performing Serviced Loan, and if
the Master Servicer is not also the Special Servicer, the Master Servicer shall
immediately give notice thereof to the Special Servicer and with respect to any
Loan Group to the related Companion Loan Noteholder, and shall deliver a copy of
the related Servicing File, to the Special Servicer and shall use reasonable
efforts to provide the Special Servicer with all information, documents (or
copies thereof) and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Loan, either in the Master
Servicer's or any of its directors', officers', employees', affiliates' or
agents' possession or control 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
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five Business Days of the
occurrence of each related Servicing Transfer Event; provided, however, that if
the information, documents and records requested by the Special Servicer are not
contained in the Servicing File, the Master Servicer shall have such period of
time as reasonably necessary to make such delivery. The Special Servicer may
conclusively rely on the Master Servicer's determination that a Servicing
Transfer Event has occurred giving rise to a Serviced Loan's becoming a
Specially Serviced Loan. Neither the Master Servicer nor the Special Servicer
shall be liable or in default hereunder for any reasonable act or failure to act
because of or arising out of the other party's failure to deliver information,
documents or records with respect to any Specially Serviced Loan in accordance
with the requirements hereof.

        Upon determining that a Specially Serviced Loan has become a Corrected
Loan, and if the Master Servicer is not also the Special Servicer, the Special
Servicer shall immediately give notice thereof, and shall within five Business
Days of such occurrence return the related Servicing File, together with any and
all new information, documents and records relating to the subject Loan that
were not part of the Servicing File when it was delivered to the Special
Servicer, to the Master Servicer (or such other Person as may be directed by the
Master Servicer) and upon giving such notice, and returning such Servicing File,
to the Master Servicer (or such other Person as may be directed by the Master
Servicer), the Special Servicer's obligation to service such Loan, and the
Special Servicer's right to receive the Special Servicing Fee with respect to
such Loan shall terminate, and the obligations of the Master Servicer to service
and administer such Loan shall resume.

        Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Loan, the Master Servicer and the
Special Servicer shall each transfer to the other, as and when applicable, the
servicing of all other Cross-Collateralized Mortgage Loans constituting part of
the same Cross-Collateralized Group; provided that no Cross-Collateralized
Mortgage Loan may become a Corrected Loan at anytime that a continuing Servicing
Transfer Event exists with respect to another Cross-Collateralized Mortgage Loan
in the same Cross-Collateralized Group.

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

        (c) Upon request (and to the extent not otherwise already provided by
the Special Servicer pursuant to its reporting obligations hereunder), the
Special Servicer shall deliver to the Master Servicer, the Trustee and each
Rating Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Loans and REO Properties, the information described in
clauses (vi) through (xv) of Section 4.02(a) (with respect to information set
forth in such clauses related to prior Distribution Dates and/or periods, the
Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Loan during the related
Collection Period, and the amount of Insurance Proceeds, Condemnation Proceeds
and Liquidation Proceeds received, and the amount of any Realized Loss incurred,
with respect to each REO Property during the related Collection Period, (3) the
amount, purpose and date of all Servicing Advances made by the Special Servicer
with respect to each Specially Serviced Loan and REO Property during the related
Collection Period, (4) in writing, a brief narrative summary of the status of
each Specially Serviced Loan, (5) the CMSA Special Servicer Loan File and (6)
such additional information relating to the Specially Serviced Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Loans and REO
Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

        Section 3.23         Sub-Servicing Agreements.

        (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided, however, that
following the Closing Date, for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Master Servicer and the Primary Servicer
may not appoint any sub-servicer that is or could become a Reporting Servicer,
without the prior written consent of the Depositor, which consent shall not be
unreasonably withheld, provided that in each case, the Sub-Servicing Agreement:

                 (i) is consistent with this Agreement in all material respects,
        requires the Sub-Servicer to comply with all of the applicable
        conditions of this Agreement and, with the exception of Sections
        7.01(a)(x), (xi) and (xii), provides for events of default with respect
        to the Sub-Servicer substantially the same as those set forth in Section
        7.01 (modified as necessary to apply to the Sub-Servicer's obligations
        under the Sub-Servicing Agreement);

                 (ii) provides that if the Master Servicer or the Special
        Servicer, as the case may be, shall for any reason no longer act in such
        capacity hereunder (including by reason of an Event of Default), the
        Trustee or its designee may thereupon assume all of the rights and,
        except to the extent they arose prior to the date of assumption,
        obligations of the Master Servicer or the Special Servicer, as the case
        may be, under such agreement or may terminate such Sub-Servicing
        Agreement without cause and without payment of any penalty or
        termination fee (provided, however, that those Sub-Servicing Agreements
        in effect as of the Closing Date (or, if being negotiated as of the
        Closing Date, in effect within 90 days thereafter) may only be
        terminated by the Trustee or its designee as contemplated by Section
        3.23(d) hereof and in such additional manner as is provided in such
        Sub-Servicing Agreement);

                 (iii) provides that the Trustee, for the benefit of the
        Certificateholders and, in the case of a Sub-Servicing Agreement
        relating to a Loan Group, the related Companion Loan Noteholders, shall
        each be a third party beneficiary under such agreement, but that (except
        to the extent the Trustee or its designee assumes the obligations of the
        Master Servicer or the Special Servicer, as the case may be, thereunder
        as contemplated by the immediately preceding clause (ii)) none of the
        Trustee, the Trust, any successor Master Servicer, the Special Servicer
        or any Companion Loan Noteholder, as the case may be, or any
        Certificateholder shall have any duties under such agreement or any
        liabilities arising therefrom;

                 (iv) permits any purchaser of a Serviced Loan pursuant to this
        Agreement to terminate such agreement with respect to such purchased
        Mortgage Loan at its option and without penalty;

                 (v) does not permit the Sub-Servicer to enter into or consent
        to any modification, extension, waiver or amendment or otherwise take
        any action on behalf of the Master Servicer or the Special Servicer
        contemplated by Section 3.08, Section 3.09 and Section 3.21 hereof or to
        foreclose on any Mortgage without the consent of the Master Servicer or
        Special Servicer, as the case may be;

                 (vi) does not permit the Sub-Servicer any direct rights of
        indemnification that may be satisfied out of assets of the Trust Fund;

                 (vii) each Sub-Servicing Agreement entered into by the Master
        Servicer (including any with an effective date on or before the Closing
        Date) provides either (i) that such agreement shall, with respect to any
        Serviced Loan serviced thereunder, terminate at the time such Loan
        becomes a Specially Serviced Loan or (ii) alternatively, be subject to
        the Special Servicer's rights to service such Loan for so long as such
        Loan continues to be a Specially Serviced Loan); and

                 (viii) each Sub-Servicing Agreement entered into by the Special
        Servicer provides that it relates only to Specially Serviced Loans and
        shall terminate with respect to any such Loan which ceases to be a
        Specially Serviced Loan.

        The Master Servicer and the Special Servicer each shall deliver to the
Trustee and each other copies of all Sub-Servicing Agreements (and, to each of
the Companion Loan Noteholders, copies of any Sub-Servicing Agreement in respect
of the Companion Loans), as well as 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 or the Special Servicer include actions taken or to be taken by
a Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the
case may be; and, in connection therewith, all amounts advanced by any
Sub-Servicer, to the extent required under such Sub-Servicing Agreement, to
satisfy the obligations of the Master Servicer or the Special Servicer hereunder
to make P&I Advances or Servicing Advances shall be deemed to have been advanced
by the Master Servicer or the Special Servicer, as the case may be, out of its
own funds and, accordingly, such P&I Advances or Servicing 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 or the Special Servicer, as the
case may be. For so long as they are outstanding, Advances shall accrue interest
in accordance with Sections 3.12(b), 4.03(d) and 4.03A(d), such interest to be
allocable between the Master Servicer or the Special Servicer, as the case may
be, and such Sub-Servicer as they may agree. For purposes of this Agreement, the
Master Servicer and the Special Servicer each shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other, the Trustee, the
Depositor, the Controlling Class Certificateholders, if a Loan Group is
affected, the related Companion Loan Noteholders in writing promptly of the
appointment by it of any Sub-Servicer.

        (b) Each Sub-Servicer (i) 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, and (ii) except
for any Sub-Servicer that is servicing any of the Mortgage Loans on the Closing
Date, shall be an approved conventional seller/servicer of mortgage loans for
FHLMC or Fannie Mae or a HUD-Approved Servicer.

        (c) The Master Servicer and the Special Servicer, for the benefit of the
Trustee and the Certificateholders and, in the case of the Companion Loans, also
for the benefit of the related Companion Loan Noteholders, shall (at no expense
to the Trustee, the Certificateholders, the Companion Loan Noteholders or the
Trust Fund) monitor the performance and enforce the obligations of their
respective Sub-Servicers under the related Sub-Servicing Agreements. Such
enforcement, including the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer or the Special Servicer,
as applicable, in its good faith business judgment, would require were it the
owner of the subject Serviced Loans.

        (d) In the event of the resignation, removal or other termination of the
Master Servicer or any successor Master Servicer hereunder for any reason, the
Trustee or other Person succeeding such resigning, removed or terminated party
as Master Servicer, shall elect, with respect to any Sub-Servicing Agreement in
effect as of the Closing Date (or, if being negotiated as of the Closing Date,
in effect within 90 days thereafter) that still exists at the time of such
termination: (i) to assume the rights and obligations of the Master Servicer
under such Sub-Servicing Agreement and continue the sub-servicing arrangements
thereunder on the same terms (including the obligation to pay the same
sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such
Sub-Servicer on such terms as the Trustee or other successor Master Servicer and
such Sub-Servicer shall mutually agree (it being understood that such
Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer); or (iii) to terminate the Sub-Servicing Agreement if
(but only if) an Event of Default (as defined in such Sub-Servicing Agreement)
has occurred and is continuing, without paying any sub-servicer termination fee,
and in any additional manner provided for in such Sub-Servicing Agreement.

        Notwithstanding any other provisions set forth in this Agreement to the
contrary, (i) the Primary Servicer's rights and obligations under the Primary
Servicing Agreement shall expressly survive a termination of the Master
Servicer's servicing rights under this Agreement; provided that the Primary
Servicing Agreement has not been terminated in accordance with its provisions,
(ii) any successor Master Servicer, including, without limitations, the Trustee
(if it assumes the servicing obligations of the terminated Master Servicer)
shall be deemed to automatically assume and agree to each of the then current
Primary Servicing Agreements 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 Primary Servicer under
the Primary Servicing Agreement, without the prior written consent of the
Primary Servicer (which consent shall not be unreasonably withheld).

        The Sub-Servicers as to which Sub-Servicing Agreements are in effect or
being negotiated as of the Closing Date are listed on Exhibit K hereto.

        (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and the Companion Loan Noteholders for the performance of
their respective 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 each alone were servicing and administering the Serviced Loans and/or REO
Properties for which it is responsible.

        (f) In addition, on each Master Servicer Remittance Date, the Master
Servicer shall pay each Broker the related Broker Strip Fee from the Master
Servicing Fee.

        Section 3.24         Representations and Warranties of the Master
Servicer.

        (a) The Master Servicer, in such capacity, hereby represents, warrants
and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

                 (i) The Master Servicer is a national banking association
        validly existing and in good standing under the laws of the United
        States, 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 violate the Master Servicer's
        organizational documents or constitute a default (or an event which,
        with notice or lapse of time, or both, would constitute a default)
        under, or result in the breach of, any material agreement or other
        material instrument to which it is a party or which is applicable to it
        or any of its assets.

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

                 (iv) This Agreement, assuming due authorization, execution and
        delivery by each of the other parties hereto, constitutes a valid, legal
        and binding obligation of the Master Servicer, enforceable against the
        Master Servicer in accordance with the terms hereof, subject to (A)
        applicable bankruptcy, receivership, insolvency, reorganization,
        moratorium and other laws affecting the enforcement of creditors'
        (including bank 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, 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 Master
        Servicer's good faith and reasonable judgment, is likely to affect
        materially and adversely 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) Any consent, approval, authorization or order of any
        court or governmental agency or body required under federal or state law
        for the execution, delivery and performance by the Master Servicer of or
        compliance by the Master Servicer with this Agreement or the
        consummation of the transactions contemplated by this Agreement has been
        obtained and is effective except where the lack of consent, approval,
        authorization or order would not have a material adverse effect on the
        performance by the Master Servicer under this Agreement.

                 (viii) The Master Servicer possesses all insurance required
        pursuant to Section 3.07(c) of this Agreement.

        (b) The representations and warranties of the Master Servicer set forth
in Section 3.24(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto.

        (c) Any successor Master Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

        Section 3.25         Representations and Warranties of the Special
Servicer.

        (a) The Special Servicer, in such capacity, hereby represents, warrants
and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

                 (i) The Special Servicer is a corporation 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, will not violate the Special
        Servicer's organizational documents or constitute a default (or an event
        which, with notice or lapse of time, or both, would constitute a
        default) under, or result in the breach of, any material agreement or
        other material instrument to which it is a party or which is applicable
        to it or any of its assets.

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

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

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

                 (vi) No litigation is pending or, to the best of the Special
        Servicer's knowledge, threatened, against the Special Servicer, the
        outcome of which, in the Special Servicer's good faith and reasonable
        judgment, could reasonably be expected to prohibit the Special Servicer
        from entering into this Agreement or materially and adversely affect the
        ability of the Special Servicer to perform its obligations under this
        Agreement.

                 (vii) Any consent, approval, authorization or order of any
        court or governmental agency or body required under federal or state law
        for the execution, delivery and performance by the Special Servicer of
        or compliance by the Special Servicer with this Agreement or the
        consummation of the transactions contemplated by this Agreement has been
        obtained and is effective except where the lack of consent, approval,
        authorization or order would not have a material adverse effect on the
        performance by the Special Servicer under this Agreement.

                 (viii) The Special Servicer possesses all insurance required
        pursuant to Section 3.07(c) of this Agreement.

        (b) The representations and warranties of the Special Servicer set forth
in Section 3.25(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto.

        (c) Any successor Special Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.25(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.25(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

        Section 3.26         Certain Matters Regarding the Purchase of the Loan
Group Trust Mortgage Loans.

        If, pursuant to Section 2.03, Section 3.19 and Section 9.01, any Loan
Group Trust Mortgage Loan is purchased or repurchased from the Trust Fund, the
purchaser thereof shall be bound by the terms of the related Co-Lender Agreement
and shall assume the rights and obligations of the holder of the Mortgage Note
that was formerly part of the Trust Fund under the related Co-Lender Agreement.
All portions of the related Mortgage File and other documents pertaining to such
Mortgage Loan shall be endorsed or assigned to the extent necessary or
appropriate to the purchaser of such Mortgage Loan. Thereafter such Mortgage
File shall be held by the holder of such purchased Mortgage Loan, as applicable,
or a custodian appointed thereby for the benefit of the "Note A Lender" and the
"Note B Lender" as their interests appear under the related Co-Lender Agreement.
If the related Servicing File is not already in the possession of such party, it
shall be delivered to the master servicer or special servicer, as the case may
be, under the separate servicing agreement for the Loan Groups.

        Section 3.27         Application of Default Charges.

        (a) Any and all Default Charges that are actually collected with respect
to any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool (excluding any
Mortgage Loan that is part of a Loan Group) during any Collection Period, shall
be applied for the following purposes and in the following order, in each case
to the extent of the remaining portion of such Default Charges:

        First, to pay to the Trustee, the Master Servicer or the Special
Servicer, in that order, any interest due and owing to such party on any
outstanding Advances made thereby with respect to the subject Mortgage Loan or
REO Mortgage Loan and reimbursed in the related Collection Period;

        Second, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to the
subject Mortgage Loan or REO Mortgage Loan and that, if paid from a source other
than Default Charges collected with respect to the subject Mortgage Loan, would
constitute Additional Trust Fund Expenses;

        Third, to reimburse the Trust for any interest on Advances paid to the
Trustee, the Master Servicer or the Special Servicer in the preceding twelve
months with respect to the subject Mortgage Loan or REO Mortgage Loan, which
payment was made from a source other than Default Charges and not previously
reimbursed under this clause Third;

        Fourth, to reimburse the Trust for any other Additional Trust Fund
Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout
Fees) paid in the preceding twelve months with respect to the subject Mortgage
Loan or REO Mortgage Loan, which payment was made from a source other than
Default Charges and not previously reimbursed under this clause Fourth; and

        Fifth, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued in respect of a Performing Serviced Loan, or as additional special
servicing compensation to the Special Servicer, to the extent received, if they
were accrued in respect of a Specially Serviced Loan or an REO Mortgage Loan, in
each case pursuant to Section 3.11.

        (b) Default Charges applied to reimburse the Trust pursuant to clauses
Third and Fourth, of subsection (a), are intended to be part of the amounts to
be delivered by the Master Servicer to the Trustee pursuant to the first
paragraph of Section 3.04(b) on or before the Master Servicer Remittance Date
next following the Collection Period during which they were received, for
deposit in the Distribution Account, subject to application pursuant to Section
3.05(a) for any items payable out of general collections on the Mortgage Loans
and any REO Properties. Default Charges applied to pay outstanding interest on
Advances to any particular party pursuant to clause First of subsection (a)
shall be applied to pay such party such interest on Advances in such manner that
the interest that accrued first and has been outstanding the longest shall be
paid first. Default Charges applied to pay outstanding expenses pursuant to
clause Second of subsection (a) shall be applied to pay such expenses in the
chronological order in which they were incurred. Default Charges applied to
reimburse the Trust pursuant to clauses Third and Fourth, of subsection (a)
shall be deemed to offset either interest paid on Advances or other Additional
Trust Fund Expenses, depending on which clause is applicable, in the
chronological order in which they were made or incurred, as applicable
(whereupon such interest paid on Advances or such other Additional Trust Fund
Expenses, depending on which clause is applicable, shall thereafter be deemed to
have been paid out of Default Charges).

        (c) Any and all Default Charges that are actually collected with respect
to any Serviced Loan Group or any successor REO Loan with respect thereto during
any Collection Period (as allocable thereto pursuant to the related loan
agreement), shall be applied for the following purposes and in the following
order, in each case to the extent of the remaining portion of such Default
Charges:

        First, to pay to the Trustee, the Master Servicer or the Special
Servicer, in that order, any interest due and owing to such party on any
outstanding Servicing Advances made thereby with respect to such Loan Group or
REO Loan or the related Loan Group Mortgaged Property and reimbursed in the
related Collection Period (to be applied with respect to any particular party in
such manner that the interest that accrued first and has been outstanding the
longest shall be paid first);

        Second, to pay to the Trustee or the Master Servicer, in that order, any
interest due and owing to such party on any outstanding P&I Advances made
thereby with respect to such Loan Group or REO Loan or the related Loan Group
Mortgaged Property and reimbursed in the related Collection Period (to be
applied with respect to any particular party in such manner that the interest
that accrued first and has been outstanding the longest shall be paid first);

        Third, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to such
Loan Group or REO Loan and that, if paid from a source other than such Default
Charges collected with respect to such Loan Group, would constitute Additional
Trust Fund Expenses;

        Fourth, to reimburse the Trust or any Companion Loan Noteholder for any
interest on Advances paid to the Trustee, the Master Servicer or the Special
Servicer in the preceding twelve months with respect to such Loan Group or REO
Loan, which payment was made from a source other than Default Charges and not
previously reimbursed under this clause Fourth or clause Third under Section
3.27(a);

        Fifth, to reimburse the Trust or any Companion Loan Noteholder for any
other Additional Trust Fund Expenses (exclusive of Special Servicing Fees,
Liquidation Fees and Workout Fees) paid in the preceding twelve months with
respect to such Loan Group or REO Loan, which payment was made from a source
other than Default Charges and not previously reimbursed under this clause Fifth
or clause Fourth under Section 3.27(a); and

        Sixth, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued with respect to such Companion Loan during a period that it was a
Performing Serviced Loan, or as additional special servicing compensation to the
Special Servicer, to the extent received, if they were accrued with respect to
such Companion Loan during a period that it was a Specially Serviced Loan or an
REO Loan, in each case pursuant to Section 3.11.

        Section 3.28         Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to Specific Mortgage Loans.

        (a) With respect to any Mortgage Loans that provide for a "cash trap"
provision whereby excess cash in an account controlled by the lender (i) is not
released to the related Mortgagor and (ii) may, at the lender's discretion, be
applied as a prepayment on the Mortgage Loan, the Master Servicer shall not
apply any of such excess cash as prepayment of the related Mortgage Loan unless
the Special Servicer consents.

        (b) In the event that a Servicing Advance made by the Master Servicer,
the Special Servicer (if applicable) or the Trustee with respect to a Serviced
Loan Group in accordance with this Agreement becomes a Nonrecoverable Advance,
the Master Servicer (on behalf of the Trust Fund) shall seek reimbursement from
the holders of the related Pari Passu Companion Loans (including, in the case of
a holder that is a securitization trust, from general funds in the related
collection account) for such holder's pro rata share (based on the principal
balance of the applicable Pari Passu Companion Loan) of such Nonrecoverable
Advance, but only to the extent such party is liable therefore under the terms
of the related Co-Lender Agreement. To the extent that such amounts together
with amounts from the Pool Custodial Account are insufficient to cover the whole
Nonrecoverable Advance, the Master Servicer shall seek reimbursement for the
full amount of such Nonrecoverable Advance from the holders of such Pari Passu
Companion Loans (including any securitization trust) to the extent permitted
under the related Co-Lender Agreement (including reimbursement out of general
funds in the collection account established in connection with a securitization
trust); provided that, subject to the provisions of the related Co-Lender
Agreement, the allocation of such reimbursements among all holders of Loans in
the related Loan Group (including any holder that is a securitization trust)
shall be as nearly as possible pro rata (based on the principal balance of the
related Loans).

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

        Section 4.01         Distributions.

        (a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Trustee 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(h) with respect to each class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions of the Available
Distribution Amount 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) concurrently, to the Class A-1, Class A-2, Class A-3, Class
        A-4-1, Class A-4-2, Class A-AB and Class A-5 Certificates, pro rata
        (based upon their respective entitlements to interest for such
        Distribution Date) up to an amount equal to all Distributable
        Certificate Interest for each such Class for such Distribution Date, and
        to the extent not previously paid, for all prior Distribution Dates, and
        to the Class XP and Class XC Certificates, pro rata (based upon their
        respective entitlements to interest for such Distribution Date) up to an
        amount equal to all Distributable Certificate Interest for each such
        Class for such Distribution Date, and to the extent not previously paid,
        for all prior Distribution Dates;

                (ii) (A) prior to the Cross-Over Date,

                (1)     to distributions of principal to the Holders of the
                        Class A-AB Certificates, in an amount (not to exceed the
                        amount necessary to reduce the Class Principal Balance
                        of the Class A-AB Certificates to the Class A-AB Planned
                        Principal Balance for such Distribution Date) equal to
                        the entire Principal Distribution Amount for such
                        Distribution Date;

                (2)     after the Class Principal Balance of the Class A-AB
                        Certificates has been reduced to the Class A-AB Planned
                        Principal Balance, to distributions of principal to the
                        Holders of the Class A-1 Certificates, in an amount (not
                        to exceed the Class Principal Balance of the Class A-1
                        Certificates outstanding immediately prior to such
                        Distribution Date) equal to the entire Principal
                        Distribution Amount, less any portion thereof
                        distributed on such Distribution Date to the Holders of
                        the Class A-AB Certificates pursuant to clause (1)
                        above;

                (3)     after the Class Principal Balance of the Class A-AB
                        Certificates has been reduced to the Class A-AB Planned
                        Principal Balance for such Distribution Date and after
                        the Class Principal Balance of the Class A-1
                        Certificates has been reduced to zero, to distributions
                        of principal to the Holders of the Class A-2
                        Certificates, in an amount (not to exceed the Class
                        Principal Balance of the Class A-2 Certificates
                        outstanding immediately prior to such Distribution Date)
                        equal to the entire Principal Distribution Amount (net
                        of any portion thereof distributed on such Distribution
                        Date to the Holders of the Class A-AB Certificates and
                        the Class A-1 Certificates pursuant to clauses (1) and
                        (2) above);

                (4)     after the Class Principal Balance of the Class A-AB
                        Certificates has been reduced to the Class A-AB Planned
                        Principal Balance for such Distribution Date and after
                        the Class Principal Balances of each of the Class A-1
                        and Class A-2 Certificates have been reduced to zero, to
                        distributions of principal to the Holders of the Class
                        A-3 Certificates, in an amount (not to exceed the Class
                        Principal Balance of the Class A-3 Certificates
                        outstanding immediately prior to such Distribution Date)
                        equal to the entire Principal Distribution Amount (net
                        of any portion thereof distributed on such Distribution
                        Date to the Holders of the Class A-AB, Class A-1 and
                        Class A-2 Certificates pursuant to clauses (1), (2) and
                        (3) above);

                (5)     after the Class Principal Balance of the Class A-AB
                        Certificates has been reduced to the Class A-AB Planned
                        Principal Balance for such Distribution Date and after
                        the Class Principal Balances of each of the Class A-1,
                        Class A-2 and Class A-3 Certificates have been reduced
                        to zero, to distributions of principal to the Holders of
                        the Class A-4-1 Certificates, in an amount (not to
                        exceed the Class Principal Balance of the Class A-4-1
                        Certificates outstanding immediately prior to such
                        Distribution Date) equal to the entire Principal
                        Distribution Amount (net of any portion thereof
                        distributed on such Distribution Date to the Holders of
                        the Class A-AB, Class A-1, Class A-2 and Class A-3
                        Certificates pursuant to clauses (1), (2), (3) and (4)
                        above);

                (6)     after the Class Principal Balance of the Class A-AB
                        Certificates has been reduced to the Class A-AB Planned
                        Principal Balance for such Distribution Date and after
                        the Class Principal Balances of each of the Class A-1,
                        Class A-2, Class A-3 and Class A-4-1 Certificates have
                        been reduced to zero, to distributions of principal to
                        the Holders of the Class A-4-2 Certificates, in an
                        amount (not to exceed the Class Principal Balance of the
                        Class A-4-2 Certificates outstanding immediately prior
                        to such Distribution Date) equal to the entire Principal
                        Distribution Amount (net of any portion thereof
                        distributed on such Distribution Date to the Holders of
                        the Class A-AB, Class A-1, Class A-2, Class A-3 and
                        Class A-4-1 Certificates pursuant to clauses (1), (2),
                        (3), (4) and (5) above);

                (7)     after the Class Principal Balance of the Class A-AB
                        Certificates has been reduced to the Class A-AB Planned
                        Principal Balance for such Distribution Date and after
                        the Class Principal Balances of each of the Class A-1,
                        Class A-2, Class A-3, Class A-4-1 and Class A-4-2
                        Certificates have been reduced to zero, to distributions
                        of principal to the Holders of the Class A-AB
                        Certificates, in an amount (not to exceed the Class
                        Principal Balance of the Class A-AB Certificates
                        outstanding following the distribution of any portion of
                        the Principal Distribution Amount to the Holders of the
                        Class A-AB pursuant to clause (1) on such Distribution
                        Date) equal to the entire Principal Distribution Amount
                        (net of any portion thereof distributed on such
                        Distribution Date to the Holders of the Class A-AB,
                        Class A-1, Class A-2, Class A-3, Class A-4-1 and Class
                        A-4-2 Certificates pursuant to clauses (1), (2), (3),
                        (4), (5) and (6) above);

                (8)     after the Class Principal Balances of the Class A-1,
                        Class A-2, Class A-3, Class A-4-1, Class A-4-2 and Class
                        A-AB Certificates have been reduced to zero, to
                        distributions of principal to the holders of the Class
                        A-5 Certificates, in an amount (not to exceed the Class
                        Principal Balance of the Class A-5 Certificates
                        outstanding immediately prior to such Distribution Date)
                        equal to the entire Principal Distribution Amount (net
                        of any portion thereof distributed on such Distribution
                        Date to the Holders of the Class A-AB, Class A-1, Class
                        A-2, Class A-3, Class A-4-1 and Class A-4-2 Certificates
                        pursuant to clauses (1), (2), (3), (4), (5), (6) and (7)
                        above; and

                       (B) on or after the Cross-Over Date, to distributions of
               principal to the Holders of the Class A-1, Class A-2, Class A-3,
               Class A-4-1, Class A-4-2, Class A-AB and Class A-5 Certificates,
               pro rata, (based upon their respective outstanding Class
               Principal Balances) in an amount (not to exceed the aggregate
               Class Principal Balances of the Class A-1, Class A-2, Class A-3,
               Class A-4-1, Class A-4-2, Class A-AB and Class A-5 Certificates
               outstanding immediately prior to such Distribution Date) equal to
               the Adjusted Principal Distribution Amount for such Distribution
               Date until their respective outstanding Class Principal Balances
               have been reduced to zero;

                 (iii) to distributions to the Holders of the Class A-1
        Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
        the Class A-4-1 Certificates, the Class A-4-2 Certificates, the Class
        A-AB Certificates and the Class A-5 Certificates, pro rata, as among
        such Classes, in accordance with, in an amount equal to, and in
        reimbursement of, all Realized Losses and Additional Trust Fund
        Expenses, if any, previously allocated to each such Class of
        Certificates and not previously reimbursed;

                 (iv) to distributions of interest to the Holders of the Class
        A-M Certificates in an amount equal to all Distributable Certificate
        Interest in respect of such Class of Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                 (v) after the Class Principal Balances of the Class A-1
        Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
        the Class A-4-1 Certificates, the Class A-4-2 Certificates, the Class
        A-AB Certificates and the Class A-5 Certificates have been reduced to
        zero, to distributions of principal to the Holders of the Class A-M
        Certificates, in an amount (not to exceed the Class Principal Balance of
        the Class A-M Certificates outstanding immediately prior to such
        Distribution Date) equal to the entire Adjusted Principal Distribution
        Amount for such Distribution Date (net of any portion thereof
        distributed on such Distribution Date to the Holders of any other Class
        of Certificates pursuant to any prior clause of this Section 4.01(a));

                 (vi) to distributions to the Holders of the Class A-M
        Certificates, in an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to the Class A-M Certificates and not previously reimbursed;

                 (vii) to distributions of interest to the Holders of the Class
        A-J Certificates in an amount equal to all Distributable Certificate
        Interest in respect of such Class of Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                 (viii) after the Class Principal Balance of the Class A-M
        Certificates has been reduced to zero, to distributions of principal to
        the Holders of the Class A-J Certificates, in an amount (not to exceed
        the Class Principal Balance of the Class A-J Certificates outstanding
        immediately prior to such Distribution Date) equal to the entire
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holder of
        any Class of Certificates pursuant to any prior clause of this Section
        4.01(a));

                 (ix) to make distributions to the Holders of the Class A-J
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (x) to distributions of interest to the Holders of the Class B
        Certificates in an amount equal to all Distributable Certificate
        Interest in respect of such Class of Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                 (xi) after the Class Principal Balance of the Class A-J
        Certificates has been reduced to zero, to distributions of principal to
        the Holders of the Class B Certificates, in an amount (not to exceed the
        Class Principal Balance of the Class B Certificates outstanding
        immediately prior to such Distribution Date) equal to the entire
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                 (xii) to make distributions to the Holders of the Class B
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xiii) to make distributions of interest to the Holders of the
        Class C Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xiv) after the Class Principal Balance of the Class B
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class C Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xv) to make distributions to the Holders of the Class C
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xvi) to make distributions of interest to the Holders of the
        Class D Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xvii) after the Class Principal Balance of the Class C
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class D Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xviii) to make distributions to the Holders of the Class D
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xix) to make distributions of interest to the Holders of the
        Class E Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xx) after the Class Principal Balance of the Class D
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class E Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xxi) to make distributions to the Holders of the Class E
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xxii) to make distributions of interest to the Holders of the
        Class F Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xxiii) after the Class Principal Balance of the Class E
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class F Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xxiv) to make distributions to the Holders of the Class F
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xxv) to make distributions of interest to the Holders of the
        Class G Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xxvi) after the Class Principal Balance of the Class F
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class G Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(b));

                 (xxvii) to make distributions to the Holders of the Class G
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xxviii) to make distributions of interest to the Holders of
        the Class H Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xxix) after the Class Principal Balance of the Class G
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class H Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xxx) to make distributions to the Holders of the Class H
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xxxi) to make distributions of interest to the Holders of the
        Class J Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xxxii) after the Class Principal Balance of the Class H
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class J Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xxxiii) to make distributions to the Holders of the Class J
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xxxiv) to make distributions of interest to the Holders of the
        Class K Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xxxv) after the Class Principal Balance of the Class J
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class K Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xxxvi) to make distributions to the Holders of the Class K
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xxxvii) to make distributions of interest to the Holders of
        the Class L Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xxxviii) after the Class Principal Balance of the Class K
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class L Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xxxix) to make distributions to the Holders of the Class L
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xl) to make distributions of interest to the Holders of the
        Class M Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xli) after the Class Principal Balance of the Class L
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class M Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(b));

                 (xlii) to make distributions to the Holders of the Class M
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xliii) to make distributions of interest to the Holders of the
        Class N Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xliv) after the Class Principal Balance of the Class M
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class N Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xlv) to make distributions to the Holders of the Class N
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xlvi) to make distributions of interest to the Holders of the
        Class O Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (xlvii) after the Class Principal Balance of the Class N
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class O Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (xlviii) to make distributions to the Holders of the Class O
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (xlix) to make distributions of interest to the Holders of the
        Class P Certificates, up to an amount equal to all Distributable
        Certificate Interest in respect of such Class of Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates, if any;

                 (l) after the Class Principal Balance of the Class O
        Certificates has been reduced to zero, to make distributions of
        principal to the Holders of the Class P Certificates, up to an amount
        (not to exceed the Class Principal Balance of such Class of Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Adjusted Principal Distribution Amount for such Distribution Date
        (net of any portion thereof distributed on such Distribution Date to the
        Holders of any other Class of Principal Balance Certificates pursuant to
        any prior clause of this Section 4.01(a));

                 (li) to make distributions to the Holders of the Class P
        Certificates, up to an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to such Class of Certificates pursuant to Section 4.04(a) and
        not previously reimbursed;

                 (lii) to the Holders of the Class R-II Certificates, the
        amount, if any, of the Available Distribution Amount remaining in the
        Upper-Tier Distribution Account with respect to such Distribution Date.

        All distributions of interest made in respect of the Class XC and Class
XP Certificates on any Distribution Date pursuant to clause (i) above, shall be
deemed to have been made in respect of all the Components of such Class, pro
rata in accordance with the respective amounts of interest that would be payable
on such Components on such Distribution Date based on the Class XC Strip Rate
and Class XP Strip Rate, as applicable, of such Component multiplied by its
Component Notional Amount, less any allocable portion of any Net Aggregate
Prepayment Interest Shortfall, together with any amounts thereof remaining
unpaid from previous Distribution Dates.

        (b) On each Distribution Date, the Trustee shall withdraw any amounts on
deposit in the Upper-Tier Distribution Account that represent Net Prepayment
Consideration actually collected on Mortgage Loans or REO Mortgage Loans during
the related Collection Period and remitted in respect of the Uncertificated
Lower-Tier Interests pursuant to Section 4.01(j), and shall distribute such
amounts to the Holders of each of the Class A-1, Class A-2, Class A-3, Class
A-4-1, Class A-4-2, Class A-AB, Class A-5, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G and Class H Certificates entitled to
distributions of principal pursuant to Section 4.01(a) on such Distribution
Date, up to an amount equal to, and pro rata based on, the respective Prepayment
Consideration Entitlements for such Classes of Certificates for such
Distribution Date.

        Any Net Prepayment Consideration not otherwise distributed in respect of
the Principal Balance Certificates pursuant to the foregoing paragraph of this
Section 4.01(b) shall be distributed to the Holders of the Class XC
Certificates.

        (c) 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 provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Trustee
with wiring instructions no less than five Business Days prior to (or, in the
case of the initial Distribution Date, on) the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate
pursuant to Section 4.04(a)) will be made in a 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. Prior to any termination of the Trust Fund pursuant
to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense
previously allocated thereto, which reimbursement is to occur after the date on
which such Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Certificateholder that
surrendered such Certificate as such address last appeared in the Certificate
Register or to any other address of which the Trustee was subsequently notified
in writing. If such check is returned to the Trustee, then the Trustee, directly
or through an agent, shall take such reasonable steps to contact the related
Holder and deliver such check as it shall deem appropriate. Any funds in respect
of a check returned to the Trustee shall be set aside by the Trustee and held
uninvested in trust and credited to the account of the appropriate Holder. The
costs and expenses of locating the appropriate Holder and holding such funds
shall be paid out of such funds. No interest shall accrue or be payable to any
former Holder on any amount held in trust hereunder. If the Trustee has not,
after having taken such reasonable steps, located the related Holder by the
second anniversary of the initial sending of a check, the Trustee shall, subject
to applicable law, distribute the unclaimed funds to the Class R-II
Certificateholders.

        (d) 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 related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

        (e) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

        (f) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be
made on the next Distribution Date, the Trustee shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of
such Class of Certificates on such date a notice to the effect that:

                 (i) the Trustee 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 office of the Certificate Registrar or at such other location
        therein specified, and

                 (ii) no interest shall accrue on such Certificates from and
        after the end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of 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(f) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, 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 non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(f) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-II Certificateholders all
unclaimed funds and other assets which remain subject thereto.

        (g) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

        (h) During each Interest Accrual Period, each Uncertificated Lower-Tier
Interest shall accrue interest in an amount equal to the product of the
Uncertificated Principal Balance of each such Uncertificated Lower-Tier Interest
and the Weighted Average Net Mortgage Rate. 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 Distributable Certificate Interest
for such Distribution Date (and, to the extent not previously paid, for all
prior Distribution Dates, if any) in respect of its Corresponding Certificate,
in each case allocable among the Corresponding Uncertificated Lower-Tier
Interests, pro rata (except as set forth below), and the portion of the
Distributable Certificate Interest for such Distribution Date (and, to the
extent not previously paid, for all prior Distribution Dates, if any) of the
Class XC and Class XP Certificates that is attributable to the Corresponding
Component of such Uncertificated Lower-Tier Interest, in each case to the extent
actually distributable thereon as provided in Section 4.01(a).

        All distributions made in respect of any Class of Principal Balance
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC in respect of its Corresponding Uncertificated Lower-Tier
Interest set forth in the Preliminary Statement hereto; provided, however, that
distributions of principal:

                 (i) with respect to the Class A-1 Certificates, shall be deemed
        to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LA-1-1 Interest; second, to the
        Class LA-1-2 Interest; and third, to the Class LA-1-3 Interest; in each
        case, until their respective Uncertificated Principal Balances are
        reduced to zero;

                 (ii) with respect to the Class A-2 Certificates, shall be
        deemed to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LA-2-1 Interest; second, to the
        Class LA-2-2 Interest; third, to the Class LA-2-3 Interest; fourth, to
        the Class LA-2-4 Interest; fifth, to the Class LA-2-5 Interest; sixth,
        to the Class LA-2-6 Interest; and seventh, to the Class LA-2-7 Interest;
        in each case, until their respective Uncertificated Principal Balances
        are reduced to zero;

                 (iii) with respect to the Class A-4-2 Certificates, shall be
        deemed to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LA-4-2-1 Interest; and second,
        to the Class LA-4-2-2 Interest; in each case, until their respective
        Uncertificated Principal Balances are reduced to zero;

                 (iv) with respect to the Class A-AB Certificates, shall be
        deemed to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LA-AB-1 Interest; second, to
        the Class LA-AB-2 Interest; and third, to the Class LA-AB-3 Interest; in
        each case, until their respective Uncertificated Principal Balances are
        reduced to zero;

                 (v) with respect to the Class A-5 Certificates, shall be deemed
        to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LA-5-1 Interest; second, to the
        Class LA-5-2 Interest; and third, to the Class LA-5-3 Interest; in each
        case, until their respective Uncertificated Principal Balances are
        reduced to zero;

                 (vi) with respect to the Class D Certificates, shall be deemed
        to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LD-1 Interest; second, to the
        Class LD-2 Interest; third, to the Class LD-3 Interest; fourth, to the
        Class LD-4 Interest; and fifth, to the Class LD-5 Interest; in each
        case, until their respective Uncertificated Principal Balances are
        reduced to zero;

                 (vii) with respect to the Class E Certificates, shall be deemed
        to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LE-1 Interest; and second, to
        the Class LE-2 Interest; in each case, until their respective
        Uncertificated Principal Balances are reduced to zero;

                 (viii) with respect to the Class F Certificates, shall be
        deemed to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LF-1 Interest; and second, to
        the Class LF-2 Interest; in each case, until their respective
        Uncertificated Principal Balances are reduced to zero;

                 (ix) with respect to the Class G Certificates, shall be deemed
        to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LG-1 Interest; and second, to
        the Class LG-2 Interest; in each case, until their respective
        Uncertificated Principal Balances are reduced to zero;

                 (x) with respect to the Class H Certificates, shall be deemed
        to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LH-1 Interest; second, to the
        Class LH-2 Interest; and third, to the Class LH-3 Interest; in each
        case, until their respective Uncertificated Principal Balances are
        reduced to zero; and

                 (xi) with respect to the Class K Certificates, shall be deemed
        to have first been distributed from the Lower-Tier REMIC to the
        Upper-Tier REMIC in respect of the Class LK-1 Interest; and second, to
        the Class LK-2 Interest; in each case, until their respective
        Uncertificated Principal Balances are reduced to zero.

        All distributions made in respect of the Class XC and Class XP
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01, and allocable to any particular Component of such Class of Certificates in
accordance with the penultimate paragraph of Section 4.01(a), shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in
respect of such Component's Corresponding Uncertificated Lower-Tier Interest.
All distributions of reimbursements of Realized Losses and Additional Trust Fund
Expenses made in respect of any Class of Principal Balance Certificates on each
Distribution Date pursuant to Section 4.01(a) shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its
Corresponding Uncertificated Lower-Tier Interests set forth in the Preliminary
Statement hereto; provided, however, that distributions of reimbursements of
Realized Losses and Additional Trust Fund Expenses shall be made in reverse
sequential order of the priority set forth in this Section 4.01(h) for principal
distributions, up to the amount of Realized Losses and Additional Trust Fund
Expenses previously allocated to a particular Class of Uncertificated Lower-Tier
Interests.

        (i) On each Distribution Date, the Trustee shall withdraw from the
Lower-Tier Distribution Account an aggregate amount equal to all Net Prepayment
Consideration actually collected on the Mortgage Loans or any REO Mortgage Loans
during the related Collection Period and shall distribute such amount in respect
of the Class LA-1-1 Interest by depositing such amount in the Upper-Tier
Distribution Account (notwithstanding that all principal and interest
distributable with respect to the Class LA-1-1 Interest has been paid in full).

        (j) Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount
and any Net Prepayment Consideration, shall be distributed to the Holders of the
Class R-I Certificates.

        Section 4.02         Statements to Certificateholders; CMSA Loan
Periodic Update File.

        (a) On each Distribution Date, the Trustee shall provide or make
available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Directing Holder, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), which shall also include the CMSA Bond Level File and the CMSA
Collateral Summary File, based on information provided to it by the Master
Servicer and/or the Special Servicer, setting forth, without limitation:

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

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

                 (iii) the amount of the distribution on such Distribution Date
        to the Holders of each Class of Regular Interest Certificates allocable
        to Prepayment Premiums and Yield Maintenance Charges, respectively;

                 (iv) the amount of the distribution on such Distribution Date
        to the Holders of each Class of Principal Balance Certificates in
        reimbursement of previously allocated Realized Losses and Additional
        Trust Fund Expenses;

                 (v) the total payments and other collections Received by the
        Trust during the related Collection Period, the fees and expenses paid
        therefrom (with an identification of the general purpose of such fees
        and expenses and the party receiving such fees and expenses), the
        Available Distribution Amount for such Distribution Date;

                 (vi) the aggregate amount of P&I Advances made in respect of
        the Mortgage Pool for the prior Distribution Date pursuant to Section
        4.03(a) and/or Section 4.03A(a);

                 (vii) (A) the aggregate amount of unreimbursed P&I Advances
        that had been outstanding with respect to the Mortgage Pool at the close
        of business on the related Determination Date and the aggregate amount
        of any interest accrued and payable to the Master Servicer or the
        Trustee in respect of such unreimbursed P&I Advances in accordance with
        Section 4.03(d) or 4.03A(d) as of the close of business on such
        Determination Date and (B) the aggregate amount of unreimbursed
        Servicing Advances that had been outstanding with respect to the
        Mortgage Pool as of the close of business on the related Determination
        Date and the aggregate amount of interest accrued and payable to the
        Master Servicer, the Special Servicer or the Trustee in respect of such
        unreimbursed Servicing Advances in accordance with Section 3.12(b) as of
        the close of business on such related Determination Date;

                 (viii) the aggregate unpaid principal balance of the Mortgage
        Pool outstanding as of the close of business on the related
        Determination Date and the aggregate Stated Principal Balance of the
        Mortgage Pool outstanding immediately before and immediately after such
        Distribution Date;

                 (ix) the number, aggregate unpaid principal balance, weighted
        average remaining term to maturity and weighted average Mortgage Rate of
        the Mortgage Loans (other than REO Loans) as of the close of business on
        the related Determination Date;

                 (x) the number, aggregate unpaid principal balance (as of the
        close of business on the related Determination Date and aggregate Stated
        Principal Balance (immediately after such Distribution Date) of Mortgage
        Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C)
        delinquent 90 or more days, (D) as to which foreclosure proceedings have
        been commenced, and (E) as to which, to the knowledge of the Master
        Servicer or the Special Servicer, as applicable, bankruptcy proceedings
        have commenced in respect of the related Mortgagor;

                 (xi) as to each Mortgage Loan referred to in the preceding
        clause (x) above, (A) the loan number thereof, (B) the Stated Principal
        Balance thereof immediately following such Distribution Date and (C)
        whether the delinquency is in respect of its Balloon Payment;

                 (xii) with respect to any Mortgage Loan as to which a
        Liquidation Event occurred during the related Collection Period (other
        than a payment in full), (A) the loan number thereof, (B) the nature of
        the Liquidation Event and, in the case of a Final Recovery
        Determination, a brief description of the basis for such Final Recovery
        Determination, (C) 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 (D) the amount of any Realized Loss in connection
        with such Liquidation Event;

                 (xiii) with respect to any Mortgage Loan that was the subject
        of any material modification, extension or waiver during the related
        Collection Period, (A) the loan number thereof, (B) the unpaid principal
        balance thereof and (C) a brief description of such modification,
        extension or waiver, as the case may be;

                 (xiv) with respect to any Mortgage Loan as to which an uncured
        and unresolved Material Breach or Material Document Defect is alleged to
        exist, (A) the loan number thereof, (B) the unpaid principal balance
        thereof, (C) a brief description of such Material Breach or Material
        Document Defect, as the case may be, and (D) the status of such Material
        Breach or Material Document Defect, as the case may be, including any
        actions known to the Trustee that are being taken by or on behalf of the
        related Mortgage Loan Seller with respect thereto;

                 (xv) with respect to any REO Property that was included in the
        Trust Fund as of the close of business on the related Determination
        Date, the loan number of the related Mortgage Loan, the book value of
        such REO Property and the amount of REO Revenues and other amounts, if
        any, received with respect to such REO Property during the related
        Collection Period (separately identifying the portion thereof allocable
        to distributions on the Certificates) and, if available, the Appraised
        Value of such REO Property as expressed in the most recent appraisal
        thereof and the date of such appraisal;

                 (xvi) with respect to any Mortgage Loan as to which the related
        Mortgaged Property became an REO Property during the related Collection
        Period, the loan number of such Mortgage Loan and the Stated Principal
        Balance of such Mortgage Loan as of the related Acquisition Date;

                 (xvii) with respect to any REO Property included in the Trust
        Fund as to which a Final Recovery Determination was made during the
        related Collection Period, (A) the loan number of the related Mortgage
        Loan, (B) a brief description of the basis for the Final Recovery
        Determination, (C) the aggregate of all Liquidation Proceeds and other
        amounts received with respect to such REO Property during the related
        Collection Period (separately identifying the portion thereof allocable
        to distributions on the Certificates), (D) the amount of any Realized
        Loss in respect of the related REO Loan in connection with such Final
        Recovery Determination and (E), if available, the Appraised Value of
        such REO Property as expressed in the most recent appraisal thereof and
        the date of such appraisal;

                 (xviii) the Distributable Certificate Interest and Accrued
        Certificate Interest in respect of each Class of Regular Interest
        Certificates for such Distribution Date or the related Interest Accrual
        Period, as applicable;

                 (xix) any unpaid Distributable Certificate Interest in respect
        of each Class of Regular Interest Certificates after giving effect to
        the distributions made on such Distribution Date, and if the full amount
        of the Principal Distribution Amount was not distributed on such
        Distribution Date, the portion of the shortfall affecting each Class of
        Principal Balance Certificates;

                 (xx) the Pass-Through Rate for each Class of Regular Interest
        Certificates for such Distribution Date;

                 (xxi) the Principal Distribution Amount for such Distribution
        Date (and, in the case of any Principal Prepayment or other unscheduled
        collection of principal received during the related Collection Period,
        the loan number for the related Mortgage Loan and the amount of such
        prepayment or other collection of principal);

                 (xxii) the aggregate of all Realized Losses incurred during the
        related Collection Period and from the Closing Date and all Additional
        Trust Fund Expenses (with a description thereof) incurred during the
        related Collection Period and from the Closing Date;

                 (xxiii) the aggregate of all Realized Losses and Additional
        Trust Fund Expenses that remain unallocated immediately following such
        Distribution Date;

                 (xxiv) the Class Principal Balance of each Class of Principal
        Balance Certificates and the Notional Amount of each Class of the Class
        X Certificates, outstanding immediately before and immediately after
        such Distribution Date, separately identifying any reduction therein due
        to the allocation of Realized Losses and Additional Trust Fund Expenses
        on such Distribution Date;

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

                 (xxvi) the aggregate amount of any interest on Advances in
        respect of the Mortgage Pool paid to the Master Servicer, the Special
        Servicer and the Trustee during the related Collection Period in
        accordance with Section 3.12(b), Section 4.03(d) and/or Section
        4.03A(d);

                 (xxvii) (A) the loan number for each Required Appraisal Loan
        and any related Appraisal Reduction Amount (including an itemized
        calculation thereof) as of the related Determination Date and (B) the
        aggregate Appraisal Reduction Amount for all Required Appraisal Loans as
        of the related Determination Date;

                 (xxviii) on a cumulative basis from the Cut-off Date, the
        number, aggregate Stated Principal Balance immediately after such
        Distribution Date (in the case of subclauses (A), (B) and (E)),
        aggregate Cut-off Date Balance (in the case of subclauses (C) and (D)),
        weighted average extension period (except in the case of subclause (B)
        and which shall be zero in the case of subclause (C)), and weighted
        average anticipated extension period (in the case of subclause (B)) of
        Mortgage Loans (A) as to which the maturity dates have been extended,
        (B) as to which the maturity dates are in the process of being extended,
        (C) that have paid off and were never extended, (D) as to which the
        maturity dates had previously been extended and have paid off and (E) as
        to which the maturity dates had been previously extended and are in the
        process of being further extended;

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

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

                 (xxxi) the aggregate amount of Prepayment Premiums and Yield
        Maintenance Charges collected (A) during the related Collection Period
        and (B) since the Closing Date;

                 (xxxii) (A) the aggregate amount of servicing compensation in
        respect of the Mortgage Pool (separately identifying the amount of each
        category of compensation) paid to the Master Servicer, the Special
        Servicer and, if payable directly out of the Trust Fund without a
        reduction in the servicing compensation otherwise payable to the Master
        Servicer or the Special Servicer, to each Sub-Servicer, during the
        related Collection Period, and (B) such other information as the Trustee
        is required by the Code or other applicable law to furnish to enable
        Certificateholders to prepare their tax returns;

                 (xxxiii) the amounts, if any, actually distributed with respect
        to the Class R-I and Class R-II Certificates on such Distribution Date;
        and

                 (xxxiv) as determined and/or approved by the Depositor, any
        other information necessary to satisfy the requirements of Item 1121(a)
        of Regulation AB that can, in the Trustee's reasonable judgment, be
        included on the Distribution Date Statement without undue difficulty.

        In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xv), (xix), (xx),
(xxiv), (xxv), (xxvi), (xxix) and (xxx) above, insofar as the underlying
information is solely within the control of the Special Servicer or the Master
Servicer, the Trustee may, absent manifest error, conclusively rely on the
reports to be provided by the Special Servicer or the Master Servicer.

        The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository. The Trustee shall make available each month,
to Certificateholders, Certificate Owners, the Underwriters, the Rating
Agencies, the Controlling Class Directing Holder, any party hereto or any Person
identified by any Certificateholder or Certificate Owner as a prospective
transferee, via the Trustee's internet website, all Certificateholder Reports
and any additional files containing substantially similar information in an
alternative format and, with the consent or at the direction of the Depositor,
such other information regarding the Certificates and/or the Mortgage Loans as
the Trustee may have in its possession. The Trustee will make no representations
or warranties as to the accuracy or completeness of such documents and will
assume no responsibility therefor.

        The Trustee's internet website shall initially be located at
[__________________] or at such other address as shall be specified by the
Trustee from time to time in the Distribution Date Statement and in one or more
written notices delivered to the other parties hereto, the Controlling Class
Directing Holder (if any), the Certificateholders and the Rating Agencies. In
connection with providing access to the Trustee's internet website, the Trustee
may require the acceptance of a disclaimer. The Trustee shall not be liable for
the dissemination of information in accordance with this Agreement.

        The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Directing Holder, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports in its
possession, on its internet website. The Master Servicer will make no
representations or warranties as to the accuracy or completeness of any report
not prepared by it and will assume no responsibility for any information for
which it is not the original source.

        The Master Servicer's internet website shall initially be located at
"[___________________]" or at such other address as shall be specified by the
Master Servicer from time to time in one or more written notices delivered to
the other parties hereto, the Controlling Class Directing Holder (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require,
without limitation, the acceptance of a disclaimer, registration and a
confidentiality agreement. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement.

        Absent manifest error of which it has actual knowledge, none of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor,
the Depositor (including information in the Prospectus Supplement), any Mortgage
Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor, any Mortgage Loan Seller, a third party or each other.

        Within a reasonable period of time after the end of each calendar year
the Trustee shall send to each Person who at any time during the calendar year
was a Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items relating to distributions of interest (including
Prepayment Premiums and Yield Maintenance Charges) and principal to
Certificateholders during such calendar year set forth in the Distribution Date
Statements and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.

        Upon receipt of notice from the Depositor that the Underwriters have
sold the Non-Registered Certificates to unaffiliated third parties, the Trustee
shall make available electronically or, if so requested, forward by hard copy,
on each Distribution Date, to (i) the Trepp Group (at 477 Madison Avenue, 18th
Floor, New York, New York 10022 or such other address as the Trepp Group may
designate), (ii) Intex Solutions, Inc. (at 35 Highland Circle, Needham,
Massachusetts 02194, or such other address as Intex Solutions, Inc. may
hereafter designate), and (iii) any other similar third party information
provider, a copy of the reports made available to the Holders of the
Certificates on such Distribution Date as described above.

        Upon written request of the Depositor or any Underwriter, without
payment of any fee, and upon written request of any Certificateholders or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) electronically to such party (such
electronic distribution and such statements, reports, and/or information thereon
to bear such appropriate disclaimers and qualifications as the Depositor and the
Trustee shall determine in their reasonable discretion).

        If any Certificate Owner does not receive through the Depository or any
of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

        The Trustee shall only be obligated to deliver the statements, reports
and information contemplated by this Section 4.02(a) to the extent it receives,
in the format required by this Agreement, the necessary underlying information
from the Master Servicer or the Special Servicer, as applicable, and shall not
be liable for any failure to deliver any thereof on the prescribed due dates, to
the extent caused by failure to receive timely such underlying information.
Nothing herein shall obligate the Trustee, the Master Servicer or the Special
Servicer to violate any applicable law prohibiting disclosure of information
with respect to any Mortgagor and the failure of the Trustee, Master Servicer or
the Special Servicer to disseminate information for such reason shall not be a
breach hereof.

        The information to be furnished by the Trustee to the Certificateholders
pursuant to Sections 4.02(a) and (b) shall not limit the Trustee in furnishing
any such information to other Persons to whom it determines such disclosure to
be appropriate and shall not limit the Trustee in furnishing to
Certificateholders or to any Person any other information with respect to the
Mortgage Loans, the Mortgaged Properties or the Trust Fund as may be provided to
it by the Depositor, the Master Servicer or the Special Servicer or gathered by
it in any investigation or other manner from time to time (such information,
other than as described in Sections 4.02(a) and (b), is referred to herein as
"Additional Information") as it may reasonably deem necessary or appropriate
from time to time, provided that (A) the Trustee shall give the Depositor three
Business Days' advance notice before doing so, (B) any such Additional
Information shall only be furnished with the consent or at the request of the
Depositor (except pursuant to clause (E) below), (C) the Trustee shall be
entitled to indicate the source of all information furnished by it, and the
Trustee may affix thereto any disclaimer it deems appropriate in its reasonable
discretion, (D) the Trustee shall notify Certificateholders of the availability
of any such information in any manner as it, in its sole discretion, may
determine, and (E) this provision shall not prevent the Trustee, whether with or
without the consent of the Depositor, from furnishing information with respect
to the Trust Fund and its administration thereof to any Person, if it reasonably
determines that the furnishing of such information is required by applicable
law. The Trustee shall forward to the Depositor any requests for Additional
Information which, for their fulfillment, require the consent of the Depositor.
Nothing herein shall be construed to impose upon the Trustee any obligation or
duty to furnish or distribute any Additional Information to any Person in any
instance.

        (b) Not later than 1:00 p.m. (New York City time) on the second Business
Day prior to each Distribution Date, the Master Servicer shall furnish to the
Trustee, and upon request, the Trustee shall make available on such Distribution
Date to the Depositor, the Underwriters and the Special Servicer, by electronic
transmission (or in such other form to which the Trustee or the Depositor, as
the case may be, and the Master Servicer may agree), an accurate and complete
CMSA Loan Periodic Update File providing the required information for the
Mortgage Loans and any successor REO Mortgage Loans (including, without
limitation, the Available Distribution Amount as of the related Determination
Date.

        In the performance of its obligations set forth in Section 4.06 and its
other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the information
provided to it by the Master Servicer. In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer shall have no obligation to provide such
information until it has received such information from the Special Servicer,
shall not be in default hereunder due to a delay in providing the CMSA Loan
Periodic Update File caused by the Special Servicer's failure to timely provide
any report required under this Agreement and may, absent actual knowledge of an
error therein, conclusively rely on the reports to be provided by the Special
Servicer. The Master Servicer may conclusively rely on any information provided
by the Depositor or any Mortgagor with respect to the CMSA Loan Periodic Update
File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File.

        Section 4.03         P&I Advances.

        (a) On or before 2:00 p.m., New York City time, on each Master Servicer
Remittance Date, the Master Servicer shall, subject to Section 4.03(c) below,
satisfy its obligations to make any required P&I Advances with respect to the
related Distribution Date in respect of the Mortgage Pool (other than the Loan
Group Trust Mortgage Loans or any successor REO Mortgage Loans with respect
thereto), first, by transferring to the Trustee for deposit in the Distribution
Account amounts then held in the Pool Custodial Account for future distribution
to Certificateholders in subsequent months in discharge of such obligations, and
second, by remitting its own funds to the Trustee for deposit in a Distribution
Account in an amount equal to the remaining portion of such required P&I
Advances. Any amounts held in the Pool Custodial 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 Pool
Custodial Account on or before the next succeeding Determination Date (to the
extent not previously replaced through the deposit of Late Collections of the
delinquent principal and interest in respect of which such P&I Advances were
made). If, as of 4:00 p.m., New York City time, on any Master Servicer
Remittance Date, the Master Servicer shall not have made any P&I Advance
required to be made on such date pursuant to this Section 4.03(a) (and shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. [__________]
(or such alternative number provided by the Master Servicer to the Trustee in
writing) and by telephone at telephone no. [__________] or [__________] (or such
alternative number provided by the Master Servicer to the Trustee in writing) as
soon as possible, but in any event before 5:00 p.m., New York City time, on such
Master Servicer Remittance Date. If after such notice by facsimile, the Trustee
does not receive the full amount of such P&I Advances by 11:00 a.m., New York
City time, on the related Distribution Date, then the Trustee shall make the
portion of such P&I Advances that was required to be, but was not, made by the
Master Servicer on such Master Servicer Remittance Date.

        (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee, as the case may be, pursuant to the first paragraph of
Section 4.03(a) in respect of any Distribution Date shall, subject to Section
4.03(c) below, equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments (except with respect to any Serviced
Companion Loan), in each case net of related Master Servicing Fees and any
related Workout Fees, due or deemed due, as the case may be, in respect of the
Mortgage Loans (including Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Mortgage Loans in the Mortgage Pool
(exclusive of the Loan Group Trust Mortgage Loans or any successor REO Mortgage
Loans with respect thereto) on their respective Due Dates during the related
Collection Period, in each case to the extent such amount was not paid by or on
behalf of the related Mortgagor or otherwise collected (including as net income
from REO Properties) as of the close of business on the related Determination
Date; provided that if it is determined that an Appraisal Reduction Amount
exists with respect to any such Mortgage Loan or REO Mortgage Loan, then, in the
event of subsequent delinquencies thereon, the amount of each P&I Advance, if
any, required to be made in respect of such Mortgage Loan or REO Mortgage Loan,
as the case may be, during the period that such Appraisal Reduction Amount
continues to exist, shall be reduced to equal the product of (x) the amount of
the subject P&I Advance that would otherwise be required without regard to this
proviso, multiplied by (y) a fraction, the numerator of which is equal to the
Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case
may be, net of such Appraisal Reduction Amount, and the denominator of which is
equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage
Loan, as the case may be.

        (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable Advance, as determined by the Master
Servicer, the Special Servicer or the Trustee. The determination by the Master
Servicer or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section
4.03, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Special Servicer and the
Depositor on or before the related Master Servicer Remittance Date, setting
forth the basis for such determination, together with any other information that
supports such determination, including any appraisal (which appraisal shall have
been conducted by an Independent Appraiser within the 12-month period preceding
such determination in accordance with the standards of the Appraisal Institute
taking into account the factors specified in Section 3.19), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties (to the extent available and/or in the Master
Servicer's or Special Servicer's possession, as applicable), engineers' reports,
environmental surveys and any similar reports that the Master Servicer or
Special Servicer may have obtained consistent with the Servicing Standard and at
the expense of the Trust Fund, that support such determination by the Master
Servicer or Special Servicer. If, in connection with the foregoing, it is
necessary for the Master Servicer to obtain an appraisal, the Master Servicer
shall so notify the Special Servicer and consult with the Special Servicer
regarding such appraisal. The cost of an appraisal shall be paid by the Trust as
an Additional Trust Fund Expense. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer or the Special
Servicer that a P&I Advance, if made, would be a Nonrecoverable P&I Advance, and
the Master Servicer and the Trustee shall conclusively rely on any
non-recoverability determination made by the Special Servicer (but this
statement shall not be construed to entitle the Special Servicer to reverse any
other authorized Person's determination, or to prohibit any such other
authorized Person from making a determination, that a P&I Advance constitutes or
would constitute a Nonrecoverable Advance); provided, however, that if the
Master Servicer has failed to make a P&I Advance for reasons other than a
determination by the Master Servicer that such P&I Advance would be
Nonrecoverable P&I Advance, the Trustee shall make such Advance within the time
periods required by Section 4.03(a) unless the Trustee, in its good faith,
reasonable discretion, makes a determination prior to the times specified in
Section 4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. In
addition, the Master Servicer shall consider Workout-Delayed Reimbursement
Amounts in respect of prior P&I Advances on the applicable Mortgage Loan that
have not been repaid by the related Mortgagor for the purposes of
nonrecoverability determinations as if such amounts were unreimbursed P&I
Advances.

        (d) The Master Servicer and the Trustee shall each be entitled to
receive interest at the Reimbursement Rate in effect from time to time,
compounded annually, accrued on the amount of each P&I Advance made thereby
under this Section 4.03 (with its own funds) for so long as such P&I Advance is
outstanding; provided that, if the grace period for the delinquent Monthly
Payment as to which a P&I Advance was made under this Section has not elapsed as
of the time such P&I Advance was made, then the total interest so accrued on
such P&I Advance prior to the expiration of such grace period, shall not exceed
the amount of Default Charges, if any, collected in connection with the late
payment of such delinquent Monthly Payment; and provided, further that, in no
event shall interest so accrue on any P&I Advance as to which the corresponding
Late Collection was received by the Master Servicer or a Sub-Servicer on its
behalf as of the related Master Servicer Remittance Date. Interest so accrued on
any P&I Advance made under this Section shall be payable in accordance with the
terms of Section 3.05 and Section 3.05A.

        Section 4.03A.       P&I Advances on the Loan Group Trust Mortgage
Loans.

        (a) With respect to the P&I Advances and the Loan Groups, the Master
Servicer shall make P&I Advances with respect to the related Loan Group Trust
Mortgage Loans, but will not make P&I Advances with respect to the related
Companion Loans.

        The Master Servicer shall, subject to Section 4.03A(c) below, satisfy
its obligations to make any required P&I Advance on each Master Servicer
Remittance Date in respect of the Loan Group Trust Mortgage Loans, by depositing
into the related Loan Group Custodial Account (or in the case of any Loan Group
Trust Mortgage Loan that is not a Serviced Loan, by depositing in the Pool
Custodial Account), out of amounts held in such Custodial Account for future
distribution (subject to replacement of such amounts by the following Master
Servicer Remittance Date) and, if such amounts are insufficient, then out of its
own funds, the amount of such P&I Advance required to be made. P&I Advances with
respect to any Loan Group Trust Mortgage Loan shall be made no later than 2:00
p.m., New York City time, on each Master Servicer Remittance Date. If, as of
4:00 p.m., New York City time, on any Master Servicer Remittance Date, the
Master Servicer shall not have made any P&I Advance required to be made on such
date pursuant to this Section 4.03A(a) in respect of the Loan Group Trust
Mortgage Loans (and the Master Servicer shall not have delivered to the Trustee
the requisite Officer's Certificate and documentation related to a determination
of nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. [__________] (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone no. [__________] or [__________] (or such alternative number provided
by the Master Servicer to the Trustee in writing) as soon as possible, but in
any event before 5:00 p.m., New York City time, on such Master Servicer
Remittance Date. The Trustee shall also provide a copy of such notice to the
master servicer of the securitization holding the related Pari Passu Companion
Loan, such obligation being contingent upon such master servicer having
previously provided notice to the Trustee; provided, however that the Trustee
has actual knowledge that the related Pari Passu Companion Loan is included in
such securitization based upon a notice received from such master servicer. If
after such notice, the Trustee does not receive the full amount of such P&I
Advance(s) by 11:00 a.m., New York City time, on the related Distribution Date,
then the Trustee shall make the portion of such P&I Advances that was required
to be, but was not, made by the Master Servicer in respect of the Loan Group
Trust Mortgage Loans or any successor REO Mortgage Loans with respect thereto on
the preceding Master Servicer Remittance Date.

        (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee, as the case may be, pursuant to the first paragraph of
Section 4.03A(a) in respect of any Distribution Date shall, subject to Section
4.03A(c) below, equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments, in each case net of related Master
Servicing Fees (and net of any servicing fees due to any related Lead Master
Servicer or Subsequent Master Servicer) and any related Workout Fees, due or
deemed due, as the case may be, in respect of the Loan Group Trust Mortgage
Loans (including Balloon Loans delinquent as to their respective Balloon
Payments) and any successor REO Loans to such Loans on their respective Due
Dates during the related Collection Period, in each case, to the extent such
amount was not paid by or on behalf of the related Mortgagor or otherwise
collected (including as net income from REO Properties) as of the close of
business on the related Determination Date; provided that if it is determined
that an Appraisal Reduction Amount exists with respect to any such Loan Group or
REO Loan, then, in the event of subsequent delinquencies thereon, the amount of
each P&I Advance, if any, required to be made in respect of such Loan Group or
REO Loan, as the case may be, during the period that such Appraisal Reduction
Amount continues to exist, shall be reduced to equal the product of (x) the
amount of the subject P&I Advance that would otherwise be required without
regard to this proviso, multiplied by (y) a fraction, the numerator of which is
equal to the Stated Principal Balance of the Loan Group Trust Mortgage Loan(s)
net of the portion of the applicable Appraisal Reduction Amount allocated to
such Loan Group Trust Mortgage Loan(s), and the denominator of which is equal to
the Stated Principal Balance of such Loan Group Trust Mortgage Loan(s) (or
related Mortgage Loan or REO Mortgage Loan) or, with respect to any Non-Serviced
Trust Loan, without regard to the balances of the related Pari Passu Companion
Loans if the Lead Master Servicer has performed such calculations and reported
the Appraisal Reduction Amount to the Master Servicer. For purposes of the
preceding sentence Appraisal Reduction Amounts with respect to a Loan Group
shall be applied first to the related Subordinate Companion Loan, if any, until
its balance is reduced to zero and then, to the related Loan Group Trust
Mortgage Loan and with respect to any other Loan Group including Pari Passu
Companion Loans, if applicable, the related Pari Passu Companion Loan(s) pro
rata, based on their respective outstanding principal balances (and, in the case
of a Non-Serviced Loan Group, to the extent the applicable Lead Master Servicer
has not notified the Master Servicer that it previously applied such amounts).

        With respect to P&I Advances and the Non-Serviced Trust Loans, the
Master Servicer and the Trustee shall be entitled to rely on the "appraisal
reduction amount" calculated by the applicable Lead Special Servicer or the
applicable Lead Master Servicer in accordance with the terms of the applicable
Lead PSA.

        (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03A with respect to Loan Group
Trust Mortgage Loans, or related REO Loans if such P&I Advance would if made,
constitute a Nonrecoverable P&I Advance, as determined by the Master Servicer,
the Special Servicer or the Trustee. The determination by the Master Servicer or
the Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance
or that any proposed P&I Advance, if made pursuant to this Section 4.03A with
respect to any Loan Group Trust Mortgage Loan, would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer's Certificate delivered to any
Lead Master Servicer, any Lead Special Servicer, the Trustee, the Special
Servicer on or prior to the next Master Servicer Remittance Date and to the
Companion Loan Noteholders (and the related Subsequent Master Servicer, if
applicable) for such Serviced Pari Passu Companion Loan and Lead Master
Servicer, any Lead Special Servicer for a Non-Serviced Trust Loan within two
Business Days after such determination was made, setting forth the basis for
such determination, together with any other information that supports such
determination, including except with respect to any Non-Serviced Trust Loan, any
appraisal (which appraisal shall be an expense payable out of the related Loan
Group Custodial Account or, if funds therein are insufficient therefor or in the
case of a Non-Serviced Trust Loan, from the Pool Custodial Account) and shall
have been conducted by an Independent Appraiser in accordance with the standards
of the Appraisal Institute, within the twelve months preceding such
determination of nonrecoverability), Mortgagor operating statements and
financial statements, budgets and rent rolls of the Mortgaged Property (to the
extent available and/or in the Master Servicer's or the Special Servicer's
possession, as applicable), engineers' reports, environmental surveys and any
similar reports that the Master Servicer or the Special Servicer may have
obtained consistent with the Servicing Standard and that support such
determination by the Master Servicer or the Special Servicer. If, in connection
with the foregoing, it is necessary for the Master Servicer to obtain an
appraisal, the Master Servicer shall so notify the Special Servicer and consult
with the Special Servicer regarding such appraisal. The Trustee shall be
entitled to rely, conclusively, on any determination by the Master Servicer or
Special Servicer that a P&I Advance to be made in respect of the Loan Group
Trust Mortgage Loans or any successor REO Mortgage Loans with respect thereto,
if made, would be a Nonrecoverable Advance, and the Master Servicer and the
Trustee shall conclusively rely on any non-recoverability determination made by
the Special Servicer (but this statement shall not be construed to entitle the
Special Servicer to reverse any other authorized Person's determination, or to
prohibit any such other authorized Person from making a determination, that a
P&I Advance constitutes or would constitute a Nonrecoverable Advance); provided,
however, that if the Master Servicer has failed to make such a P&I Advance with
respect to the Loan Group Trust Mortgage Loans or any successor REO Mortgage
Loan for reasons other than a determination by the Master Servicer that such P&I
Advance would be Nonrecoverable Advance or the Trustee shall make such Advance
within the time periods required by Section 4.03A(a) unless the Trustee, in its
good faith, reasonable discretion, makes a determination prior to the times
specified in Section 4.03A(a) that such P&I Advance would be a Nonrecoverable
P&I Advance. In addition, the Master Servicer shall consider Workout-Delayed
Reimbursement Amounts in respect of prior P&I Advances on the applicable Loan
that have not been repaid by the related Mortgagor for the purposes of
nonrecoverability determinations as if such amounts were unreimbursed P&I
Advances.

        (d) The Master Servicer and the Trustee shall be entitled to receive
interest at the Reimbursement Rate in effect from time to time, compounded
annually, accrued on the amount of each P&I Advance made thereby in respect of a
Loan Group Trust Mortgage Loan or related REO Loans under this Section 4.03A
(with its own funds) for so long as such P&I Advance is outstanding; provided
that, if the grace period for the delinquent Monthly Payment as to which a P&I
Advance was made under this Section 4.03A has not elapsed as of the time such
P&I Advance was made, then the total interest so accrued on such P&I Advance
prior to the expiration of such grace period, shall not exceed the amount of
Default Charges, if any, collected in connection with the late payment of such
delinquent Monthly Payment; and provided, further, that in no event shall
interest so accrue on any P&I Advance in respect of a Loan Group Trust Mortgage
Loan or related REO Loan as to which the corresponding Late Collection was
received by the Master Servicer or a Sub-Servicer on its behalf as of the Master
Servicer Remittance Date on which such P&I Advance was made. Interest so accrued
on any P&I Advance made under this Section shall be payable in accordance with
the terms of Section 3.05 and 3.05A.

        (e) With respect to any Non-Serviced Loan Group, if (1) the related Lead
Master Servicer has determined that a proposed P&I Advance (as defined in the
Lead PSA) with respect to the Non-Serviced Trust Loan or any related Pari Passu
Companion Loan, if made, or any outstanding P&I advance previously made, would
be, or is, as applicable, a "nonrecoverable advance," and the related Lead
Master Servicer has provided written notice of such determination to the Master
Servicer, or (2) if the Master Servicer has determined that a P&I Advance with
respect to the Non-Serviced Trust Loan would be a Nonrecoverable P&I Advance,
then none of the Master Servicer or the Trustee shall make any additional P&I
Advance with respect to the Non-Serviced Trust Loan until the Master Servicer
has consulted with the Lead Master Servicer and they agree that circumstances
with respect to such Loans have changed such that a proposed future P&I Advance
would not be a "nonrecoverable advance." With respect to each Non-Serviced Trust
Loan, if the Master Servicer has determined that a proposed P&I Advance with
respect to such Loan, would be a Nonrecoverable Advance, the Master Servicer
shall provide the applicable Lead Master Servicer and any applicable Subsequent
Master Servicer written notice of such determination within two Business Days
after such determination was made.

        If the Trustee or the Master Servicer has received notice from Moody's
or S&P that the Master Servicer no longer has Moody's Approval or is no longer
on the S&P list of approved master servicers, then the Trustee or Master
Servicer shall promptly notify the others and the applicable Lead Master
Servicer or Subsequent Master Servicer of the same.

        If the Master Servicer has received notice that a Lead Master Servicer
or a Subsequent Master Servicer no longer has Moody's Approval or is no longer
on the S&P list of approved master servicers, then the Master Servicer shall not
be required to abide by any determination of nonrecoverability by such Lead
Master Servicer or Subsequent Master Servicer.

        For the purpose of this Section 4.03A(f), "Moody's Approval" means that
a master servicer (1) is acting as master servicer in a commercial mortgage loan
securitization that was rated by Moody's within the twelve month period prior to
the date of determination, and Moody's has not downgraded or withdrawn the
then-current rating on any class of commercial mortgage securities or placed any
class of commercial mortgage securities on watch citing the continuation of such
master servicer as master servicer of such commercial mortgage securities as the
cause for such downgrade, withdrawal or watch, or (2) is approved by Moody's.

        Section 4.04         Allocation of Realized Losses and Additional Trust
Fund Expenses.

        (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class P, Class O, Class N, Class
M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class
C, Class B, Class A-J and Class A-M Certificates shall be reduced sequentially,
in that order, in each case, until such excess or the related Class Principal
Balance is reduced to zero (whichever occurs first). If, after the foregoing
reductions, the amount described in clause (i) of the second preceding sentence
still exceeds the amount described in clause (ii) of such sentence, then the
respective Class Principal Balances of all the outstanding Classes of the Class
A Certificates shall be reduced on a pro rata basis in accordance with the
relative sizes of such Class Principal Balances, until any such remaining excess
is reduced to zero. All such reductions in the Class Principal Balances of the
respective Classes of the Principal Balance Certificates shall constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

        (b) On each Distribution Date, following the deemed distributions of
principal or in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made in respect of the Uncertificated Lower-Tier
Interests pursuant to Section 4.01(h), the Uncertificated Principal Balance (or
aggregate Uncertificated Principal Balance with respect to the Uncertificated
Lower-Tier Interests corresponding to the Class A-1, Class A-2, Class A-4-2,
Class A-AB, Class A-5, Class D, Class E, Class F, Class G, Class H and Class K
Certificates) of the Corresponding Uncertificated Lower-Tier Interests (after
taking account of such deemed distributions) shall be reduced as a result of
Realized Losses and Additional Trust Fund Expenses to equal the Class Principal
Balance of the Class of Corresponding Certificates that will be outstanding
immediately following such Distribution Date; provided, that Realized Losses and
Additional Trust Fund Expenses shall be allocated:

                 (i) with respect to the Class K Certificates, first, in respect
        of the Class LK-1 Interest; and second, in respect of the Class LK-2
        Interest; in each case until their respective Uncertificated Principal
        Balances are reduced to zero;

                 (ii) with respect to the Class H Certificates, first, in
        respect of the Class LH-1 Interest; second, in respect of the Class LH-2
        Interest; and third, in respect of the Class LH-3 Interest; in each case
        until their respective Uncertificated Principal Balances are reduced to
        zero;

                 (iii) with respect to the Class G Certificates, first, in
        respect of the Class LG-1 Interest; and second, in respect of the Class
        LG-2 Interest; in each case until their respective Uncertificated
        Principal Balances are reduced to zero;

                 (iv) with respect to the Class F Certificates, first, in
        respect of the Class LF-1 Interest; and second, in respect of the Class
        LF-2 Interest; in each case until their respective Uncertificated
        Principal Balances are reduced to zero;

                 (v) with respect to the Class E Certificates, first, in respect
        of the Class LE-1 Interest; and second, in respect of the Class LE-2
        Interest; in each case until their respective Uncertificated Principal
        Balances are reduced to zero;

                 (vi) with respect to the Class D Certificates, first, in
        respect of the Class LD-1 Interest; second, in respect of the Class LD-2
        Interest; third, in respect of the Class LD-3 Interest; fourth, in
        respect of the Class LD-4 Interest; and fifth, in respect of the Class
        LD-5 Interest; in each case until their respective Uncertificated
        Principal Balances are reduced to zero;

                 (vii) with respect to the Class A-5 Certificates, first, in
        respect of the Class LA-5-1 Interest; second, in respect of the Class
        LA-5-2 Interest; and third, in respect of the Class LA-5-3 Interest; in
        each case until their respective Uncertificated Principal Balances are
        reduced to zero;

                 (viii) with respect to the Class A-AB Certificates, first, in
        respect of the Class LA-AB-1 Interest; second, in respect of the Class
        LA-AB-2 Interest; and third, in respect of the Class LA-AB-3 Interest;
        in each case until their respective Uncertificated Principal Balances
        are reduced to zero;

                 (ix) with respect to the Class A-4-2 Certificates, first, in
        respect of the Class LA-4-2-1 Interest; and second, in respect of the
        Class LA-4-2-2 Interest; in each case until their respective
        Uncertificated Principal Balances are reduced to zero;

                 (x) with respect to the Class A-2 Certificates, first, in
        respect of the Class LA-2-1 Interest; second, in respect of the Class
        LA-2-2 Interest; third, in respect of the Class LA-2-3 Interest; fourth,
        in respect of the Class LA-2-4 Interest; fifth, in respect of the Class
        LA-2-5 Interest; sixth, in respect of the Class LA-2-6 Interest and
        seventh, in respect of the Class LA-2-7 Interest, in each case, until
        their respective Uncertificated Principal Balances are reduced to zero;
        and

                 (xi) with respect to the Class A-1 Certificates, first, in
        respect of the Class LA-1-1 Interest; second, in respect of the Class
        LA-1-2 Interest; and third, in respect of the Class A-1-3 Interest; in
        each case until their respective Uncertificated Principal Balances are
        reduced to zero.

        Section 4.05         Various Reinstatement Amounts.

        (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, exceeds (ii) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates. If such an excess does exist, then the Trustee shall allocate the
Total Principal Reinstatement Amount, if any, for the subject Distribution Date
as follows until it is allocated in full: first, to all of the Classes of Class
A Certificates, up to, and on a pro rata basis in accordance with, the
respective Loss Reimbursement Amounts, if any, for such Classes of Class A
Certificates with respect to the next succeeding Distribution Date; and then to
the remaining Classes of Principal Balance Certificates, sequentially in
alphabetical order based on the respective Class designations thereof, in each
case up to any Loss Reimbursement Amount for such Class of Principal Balance
Certificates immediately prior to such Distribution Date. Any portion of the
Total Principal Reinstatement Amount for any Distribution Date that is allocated
to a particular Class of Principal Balance Certificates shall be: (i) referred
to herein as the "Class Principal Reinstatement Amount" in respect of such Class
of Principal Balance Certificates for such Distribution Date; and (ii) added to
the Class Principal Balance of such Class of Principal Balance Certificates on
such Distribution Date. Notwithstanding anything to the contrary contained
herein, the parties hereby acknowledge that the reinstatement of all or any
portion of the Class Principal Balance of any Class of Principal Balance
Certificates on any Distribution Date shall be a result of the collection of
Recovered Amounts during the related Collection Period and the upward adjustment
of the Adjusted Principal Distribution Amount for such Distribution Date as a
result of such Recovered Amounts.

        (b) In addition, in connection with its reinstatement of all or any
portion of the Class Principal Balance of any one or more Classes of Principal
Balance Certificates on any Distribution Date pursuant to Section 4.05(a), the
Trustee shall calculate the amount of lost Distributable Certificate Interest
that would have accrued on the respective Classes of Regular Interest
Certificates through and including the end of the Interest Accrual Period for
such Distribution Date if no Unfunded Principal Balance Reductions had resulted
from the reimbursement out of general collections of principal on the Mortgage
Pool of the particular Advances relating to the Recovered Amounts associated
with such reinstatement of outstanding principal. Once determined, such lost
Distributable Certificate Interest in respect of any particular Class of Regular
Interest Certificates shall be reinstated and become due and payable on future
Distribution Dates as part of the unpaid Distributable Certificate Interest for
such Class of Regular Interest Certificates from prior Distribution Dates. All
such reinstated Distributable Certificate Interest in respect of any particular
Class of Regular Interest Certificates shall be treated the same as any other
unpaid Distributable Certificate Interest in respect of such Class of Regular
Interest Certificates.

        (c) If the Class Principal Balance of any Class of Principal Balance
Certificates is increased on any Distribution Date pursuant to Section 4.05(a),
then the Lower-Tier Interest Principal Balance of such Class' Corresponding
Lower-Tier Regular Interest (or, if applicable, the aggregate Lower-Tier
Interest Principal Balance of such Class' Corresponding Lower-Tier Regular
Interests) shall be deemed to have first been increased by the exact same
amount. In circumstances where there are multiple Corresponding Lower-Tier
Regular Interests with respect to a Class of Principal Balance Certificates, the
increases in the respective Lower-Tier Interest Principal Balances of such
Corresponding Lower-Tier Regular Interests as contemplated by the prior sentence
shall be made in the reverse order that reductions are made to such Lower-Tier
Interest Principal Balances pursuant to Section 4.04(b), in each case up to the
amount of the Loss Reimbursement Amount with respect to the subject Lower-Tier
Regular Interest for the next succeeding Distribution Date. The amount of each
such increase in the Lower-Tier Interest Principal Balance of a Lower-Tier
Regular Interest on any Distribution Date shall be referred to herein as the
"Lower-Tier Interest Principal Reinstatement Amount" in respect of such
Lower-Tier Regular Interest for such Distribution Date.

        Section 4.06         Calculations.

        The Trustee shall, provided it receives the necessary information from
the Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01 and Article IX and the
actual and deemed allocations of Realized Losses and Additional Trust Fund
Expenses to be made pursuant to Section 4.04. The Trustee shall calculate the
Available Distribution Amount for each Distribution Date and shall allocate such
amounts among Certificateholders in accordance with this Agreement, and the
Trustee shall have no obligation to recompute, recalculate or verify any
information provided to it by the Special Servicer or Master Servicer. The
calculations by the Trustee of such amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

        Section 4.07         Use of Agents.

        The Master Servicer, the Special Servicer or the Trustee may at its own
expense utilize agents or attorneys-in-fact in performing any of its obligations
under this Article IV (except the obligation to make P&I Advances), but no such
utilization shall relieve the Master Servicer, the Special Servicer or the
Trustee, as applicable, from any of such obligations, and the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall remain responsible for
all acts and omissions of any such agent or attorney-in-fact.

                                    ARTICLE V

                                THE CERTIFICATES

        Section 5.01         The Certificates.

        (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9
provided that any of the Certificates may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Certificates (other than the Class R-I or Class R-II Certificates) shall
initially be held and transferred through the book-entry facilities of the
Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Notional Amount, as the case may be, as of the Closing Date of $25,000 in the
case of the Class A-1, Class A-2, Class A-3, Class A-4-1, Class A-4-2, Class
A-AB, Class A-5, Class A-M, Class A-J, Class B, Class C, Class D and Class E
Certificates, $1,000,000 in the case of the Class XP, Class XC Certificates, and
$100,000 in the case of the remaining Regular Interest Certificates, and in each
such case in integral multiples of $1 in excess thereof. The Class R-I and Class
R-II Certificates will be issuable in denominations representing Percentage
Interests in the related Class of not less than 5%.

        (b) The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or 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.

        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.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at
[_____________________________________], Attention: Global Securities and Trust
Services Group--Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust Series 200[_]-[___]. The Certificate Registrar may appoint, by a written
instrument delivered to the Depositor, the Master Servicer, the Special Servicer
and (if the Trustee is not the Certificate Registrar) the Trustee, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), 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.

        If three or more Holders make written request to the Trustee, and such
request states that such Holders desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

        (b) No Transfer of any Non-Registered Certificate or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

        If a Transfer of any Definitive Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with a
Transfer of a Global Certificate for any Class of Book-Entry Non-Registered
Certificates to a successor Depository or to the applicable Certificate Owner(s)
in accordance with Section 5.03), then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached hereto as Exhibit F-1
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit F-2A or, with
respect to each Definitive Non-Registered Certificate other than the Class R-I
and Class R-II Certificates, as Exhibit F-2B; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that the prospective Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer (except in
the case of the Class R-I and Class R-II Certificates, where the prospective
Transferee must be a Qualified Institutional Buyer) and such Transfer may be
made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Tax Administrator, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

        Except as provided in the following two paragraphs, no interest in the
Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of an interest in such Rule 144A Global Certificate. A Transferee of an
interest in the Rule 144A Global Certificate that takes delivery for a Class of
Book-Entry Non-Registered Certificates shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit F-2C hereto are, with
respect to the subject Transfer, true and correct.

        Any interest in the Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Certificates to be
transferred (such date of transfer, the "Transfer Date"). Upon delivery to the
Certificate Registrar of such certification and orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the applicable Class of Certificates and increase the denomination of
the Regulation S Global Certificate for the applicable Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions, provided that no Regulation S Restricted Certificate may be
transferred to a Person acquiring such Certificate in reliance on Regulation S.

        Also notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) such certifications and/or opinions as are contemplated by
the second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of the certifications and/or opinions
contemplated by the second paragraph of this Section 5.02(b), the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with this Agreement to the applicable Transferee.

        Except as provided in the next paragraph, no beneficial interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the date (the "Release Date") which is 40 days after the Transfer
Date, the Certificate Owner desiring to effect any such Transfer shall be
required to obtain from such Certificate Owner's prospective Transferee a
written certification substantially in the form set forth in Exhibit F-2D hereto
certifying that such Transferee is not a United States Securities Person. On or
prior to the Release Date, beneficial interests in the Regulation S Global
Certificate for each Class of Book-Entry Non-Registered Certificates may be held
only through Euroclear or Clearstream. The Regulation S Global Certificate for
each Class of Book-Entry Non-Registered Certificates shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository, provided that no Regulation S Restricted
Certificate may be transferred to a Person acquiring such Certificate in
reliance on Regulation S.

        Notwithstanding the preceding paragraph, after the Release Date, any
interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the Certificates to be transferred. Upon delivery to the
Certificate Registrar of such certification and orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Regulation S Global Certificate
in respect of the applicable Class being transferred and increase the
denomination of the Rule 144A Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

        None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Master Servicer, the Special Servicer, the Tax Administrator and the Certificate
Registrar against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

        (c) No Transfer of a Certificate or any interest therein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I of ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (ii) to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code or any similar
violation of Similar Law. Except in connection with Transfer thereof to a
successor Depository or to the applicable Certificate Owner(s) in accordance
with Section 5.03, the Certificate Registrar shall refuse to register the
Transfer of a Definitive Non-Registered Certificate unless it has received from
the prospective Transferee, either (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in
the case of a Certificate other than a Class R-I or Class R-II Certificate, a
certification to the effect that the purchase and holding of such Certificate or
interest therein by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code, by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) alternatively, but only in the case of a Certificate
other than a Class R-I or Class R-II Certificate, a certification of facts and
an Opinion of Counsel which otherwise establish to the reasonable satisfaction
of the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. It is hereby acknowledged that the form of certification attached hereto
as Exhibit G (with respect to Definitive Non-Registered Certificates) is
acceptable for purposes of the preceding sentence. If any Transferee of a
Certificate (including a Registered Certificate) or any interest therein does
not, in connection with the subject Transfer, deliver to the Certificate
Registrar (in the case of a Definitive Certificate) any certification and/or
Opinion of Counsel contemplated by the second preceding sentence, then such
Transferee (and in any event any owner of a Book-Entry Certificate that is not
an Investment Grade Certificate) shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Certificate or interest therein by such Transferee
is exempt from the prohibited transaction provisions of Sections 406(a) and (b)
and 407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any
Transferee of a Book-Entry Certificate that is an Investment Grade Certificate
that is being acquired by or on behalf of a Plan in reliance on the Prohibited
Transaction Exemption shall be deemed to have represented and warranted that
such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, and (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person.

        (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Interest Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee under clause (ii)(A)
below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such disposition.
The rights of each Person acquiring any Ownership Interest in a Residual
Interest Certificate are expressly subject to the following provisions:

                      (A) Each Person holding or acquiring any Ownership
               Interest in a Residual Interest Certificate shall be a Permitted
               Transferee and shall promptly notify the Tax Administrator and
               the Trustee of any change or impending change in its status as a
               Permitted Transferee.

                      (B) In connection with any proposed Transfer of any
               Ownership Interest in a Residual Interest Certificate, except in
               the case of an initial transfer to an Underwriter or the Initial
               Purchaser or an affiliate thereof, the Certificate Registrar
               shall require delivery to it, and shall not register the Transfer
               of any Residual Interest Certificate until its receipt, of an
               affidavit and agreement substantially in the form attached hereto
               as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from the
               proposed Transferee, representing and warranting, among other
               things, that such Transferee is a Permitted Transferee, that it
               is not acquiring its Ownership Interest in the Residual Interest
               Certificate that is the subject of the proposed Transfer as a
               nominee, trustee or agent for any Person that is not a Permitted
               Transferee, that for so long as it retains its Ownership Interest
               in a Residual Interest Certificate it will endeavor to remain a
               Permitted Transferee, and that it has reviewed the provisions of
               this Section 5.02(d) and agrees to be bound by them.

                      (C) Notwithstanding the delivery of a Transfer Affidavit
               and Agreement by a proposed Transferee under clause (B) above, if
               a Responsible Officer of either the Trustee or the Certificate
               Registrar has actual knowledge that the proposed Transferee is
               not a Permitted Transferee, no Transfer of an Ownership Interest
               in a Residual Interest Certificate to such proposed Transferee
               shall be effected.

                      (D) Each Person holding or acquiring any Ownership
               Interest in a Residual Interest Certificate shall agree (1) to
               require a Transfer Affidavit and Agreement from any prospective
               Transferee to whom such Person attempts to Transfer its Ownership
               Interest in such Residual Interest Certificate and (2) not to
               Transfer its Ownership Interest in such Residual Interest
               Certificate unless it provides to the Certificate Registrar a
               certificate substantially in the form attached hereto as Exhibit
               H-2 stating that, among other things, it has no actual knowledge
               that such prospective Transferee is not a Permitted Transferee.

                      (E) Each Person holding or acquiring an Ownership Interest
               in a Residual Interest Certificate, by purchasing such Ownership
               Interest, agrees to give the Tax Administrator and the Trustee
               written notice that it is a "pass-through interest holder" within
               the meaning of temporary Treasury Regulations Section
               1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
               Interest in a Residual Interest Certificate, if it is, or is
               holding an Ownership Interest in a Residual Interest Certificate
               on behalf of, a "pass-through interest holder."

                 (ii) (A) If any purported Transferee shall become a Holder of a
        Residual Interest Certificate in violation of the provisions of this
        Section 5.02(d), then the last preceding Holder of such Residual
        Interest Certificate that was in compliance with the provisions of this
        Section 5.02(d) shall be restored, to the extent permitted by law, to
        all rights as Holder thereof retroactive to the date of registration of
        such Transfer of such Residual Interest Certificate. None of the
        Depositor, the Trustee or the Certificate Registrar shall be under any
        liability to any Person for any registration of Transfer of a Residual
        Interest Certificate that is in fact not permitted by this Section
        5.02(d) or for making any payments due on such Certificate to the Holder
        thereof or for taking any other action with respect to such Holder under
        the provisions of this Agreement.

                      (B) If any purported Transferee shall become a Holder of a
               Residual Interest Certificate in violation of the restrictions in
               this Section 5.02(d), then, to the extent that retroactive
               restoration of the rights of the preceding Holder of such
               Residual Interest Certificate as described in clause (ii)(A)
               above shall be invalid, illegal or unenforceable, the Trustee
               shall have the right but not the obligation, to cause the
               Transfer of such Residual Interest Certificate to a Permitted
               Transferee selected by the Trustee on such terms as the Trustee
               may choose, and the Trustee shall not be liable to any Person
               having an Ownership Interest in such Residual Interest
               Certificate as a result of the Trustee's exercise of such
               discretion. Such purported Transferee shall promptly endorse and
               deliver such Residual Interest Certificate in accordance with the
               instructions of the Trustee. Such Permitted Transferee may be the
               Trustee itself or any Affiliate of the Trustee.

                 (iii) The Tax Administrator shall make available to the IRS and
        to those Persons specified by the REMIC Provisions all information
        furnished to it by the other parties hereto necessary to compute any tax
        imposed (A) as a result of the Transfer of an Ownership Interest in a
        Residual Interest Certificate to any Person who is a Disqualified
        Organization, including the information described in Treasury
        Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to
        the "excess inclusions" of such Residual Interest Certificate and (B) as
        a result of any regulated investment company, real estate investment
        trust, common trust fund, partnership, trust, estate or organization
        described in Section 1381 of the Code that holds an Ownership Interest
        in a Residual Interest Certificate having as among its record Holders at
        any time any Person which is a Disqualified Organization, and each of
        the other parties hereto shall furnish to the Tax Administrator all
        information in its possession necessary for the Tax Administrator to
        discharge such obligation. The Person holding such Ownership Interest
        shall be responsible for the reasonable compensation of the Tax
        Administrator for providing information thereto pursuant to this
        subsection (d)(iii) and Section 10.01(h)(i).

                 (iv) The provisions of this Section 5.02(d) set forth prior to
        this clause (iv) may be modified, added to or eliminated, provided that
        there shall have been delivered to the Trustee and the Tax Administrator
        the following:

                      (A) written confirmation from each Rating Agency to the
               effect that the modification of, addition to or elimination of
               such provisions will not cause an Adverse Rating Event; and

                      (B) an Opinion of Counsel, in form and substance
               satisfactory to the Trustee and the Tax Administrator, obtained
               at the expense of the party seeking such modification of,
               addition to or elimination of such provisions (but in no event at
               the expense of the Trustee, the Tax Administrator or the Trust),
               to the effect that doing so will not (1) cause either REMIC Pool
               to cease to qualify as a REMIC or be subject to an entity-level
               tax caused by the Transfer of any Residual Interest Certificate
               to a Person which is not a Permitted Transferee or (2) cause a
               Person other than the prospective Transferee to be subject to a
               REMIC-related tax caused by the Transfer of a Residual Interest
               Certificate to a Person that is not a Permitted Transferee.

        (e) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest
in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

        (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

        (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

        (h) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

        (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

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

        Section 5.03         Book-Entry Certificates.

        (a) The Certificates (other than the Class R-I and Class R-II) shall, in
the case of each such Class, initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided
in Section 5.03(c) and in the fifth paragraph of Section 5.02(b), a 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 5.03(c) and in the fifth paragraph of Section
5.02(b), shall not be entitled to definitive, fully registered Certificates
("Definitive Certificates") in respect of such Ownership Interests. The
Certificates (other than the Class R-I and Class R-II) initially sold to
Qualified Institutional Buyers in reliance on Rule 144A or in reliance on
another exemption from the registration requirements of the Securities Act
shall, in the case of each such Class, be represented by the Rule 144A Global
Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository. The Certificates (other than the Class R-I and Class R-II)
initially sold in offshore transactions in reliance on Regulation S shall, in
the case of each such Class, be represented by the Regulation S Global
Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository, provided that only Investment Grade Certificates shall be
sold in offshore transactions in reliance on Regulation S. 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 each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.

        (b) The Trustee, 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 Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

        (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same.

        Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by 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, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them 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 Registered 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) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
which interests are transferable through the book-entry facilities of the
Depository.

        Section 5.04         Mutilated, Destroyed, Lost or Stolen Certificates.

        If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the 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 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 applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

        Section 5.05         Persons Deemed Owners.

        Prior to due presentment for registration of transfer, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate
Registrar and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any agent of any of them shall be
affected by notice to the contrary.

                                   ARTICLE VI

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

        Section 6.01         Liability of Depositor, Master Servicer and 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 Continued Qualification and Compliance of Master Servicer;
Merger, Consolidation or Conversion of Depositor, Master Servicer or Special
Servicer.

        Subject to the following paragraph, the Depositor, the Master Servicer
and the Special Servicer shall each keep in full effect its existence, rights
and franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in, and will otherwise remain in compliance with the laws
of, each jurisdiction in which such qualification and compliance is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Loans and to perform its respective duties under this
Agreement.

        Each of the Depositor, the Master Servicer and the Special Servicer may
be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, 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 (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, 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; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such successor
or surviving Person makes the applicable representations and warranties set
forth in Section 3.24 (in the case of a successor or surviving Person to the
Master Servicer) or Section 3.25 (in the case of a successor or surviving Person
to the Special Servicer), as applicable; provided, further, that for so long as
the Trust is subject to the reporting requirements of the Exchange Act, the
Depositor shall have consented thereto (which consent shall not be unreasonably
withheld).

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

        None of the Depositor, the Master Servicer or the Special Servicer shall
be under any liability to the Trust Fund, the Trustee, the Certificateholders or
the Companion Loan Noteholders for any action taken, or not taken, 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 or the
Special Servicer against any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion Loan Noteholders for the breach of a
representation or warranty made herein by such party, or against any expense or
liability specifically required to be borne by such party without right of
reimbursement pursuant to the terms hereof, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of its obligations or duties hereunder or negligent disregard
of such obligations or duties. The Depositor, the Master Servicer, the Special
Servicer and any director, manager, member, officer, employee or agent of the
Depositor, the Master Servicer or the Special Servicer may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder. The Depositor, the
Master Servicer, the Special Servicer and any director, manager, member,
officer, employee or agent of the Depositor, the Master Servicer or the Special
Servicer shall be indemnified and held harmless by the Trust Fund out of the
Pool Custodial Account against any loss, liability or reasonable expense
(including reasonable legal fees and expenses) incurred in connection with any
legal action or claim relating to this Agreement or the Certificates (including
in connection with the dissemination of information and reports as contemplated
by this Agreement), other than any such loss, liability or expense: (i)
specifically required to be borne by the party seeking indemnification, without
right of reimbursement pursuant to the terms hereof; (ii) which constitutes a
Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in
connection with any legal action or claim against the party seeking
indemnification, resulting from any breach on the part of that party of a
representation or warranty made herein; or (iv) incurred in connection with any
legal action or claim against the party seeking indemnification, resulting from
any willful misfeasance, bad faith or negligence on the part of that party in
the performance of its obligations or duties hereunder or negligent disregard of
such obligations or duties; provided that if a Serviced Loan Group is involved,
such indemnity shall be payable out of the related Loan Group Custodial Account
pursuant to Section 3.05A and, to the extent not solely attributable to the
Companion Loan in such Serviced Loan Group, shall also be payable out of the
Pool Custodial Account if amounts on deposit in the related Loan Group Custodial
Account are insufficient therefor and such indemnity shall be deemed to not be
"solely attributable" to a Companion Loan merely by virtue of an action being
brought by or against the related Companion Loan Noteholder.

        None of the Depositor, the Master Servicer or the Special Servicer shall
be under any obligation to appear in, prosecute or defend any administrative or
legal action, proceeding, hearing or examination unless such action is related
to its respective duties under this Agreement and either (i) it is specifically
required hereunder to bear the costs of such action or (ii) such action will
not, in its reasonable and good faith judgment, involve it in any ultimate
expense or liability for which it would not be reimbursed hereunder.
Notwithstanding the foregoing, the Depositor, the Master Servicer or the Special
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to the enforcement and/or protection of the
rights and duties of the parties hereto and the interests of the
Certificateholders (or, if a Loan Group is affected, the rights of the
Certificateholders and the related Companion Loan Noteholders (as a collective
whole)). In such event, the legal expenses and costs of such action, 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 from the Pool Custodial Account as
provided in Section 3.05; provided, however, that if a Loan Group and/or the
related Companion Loan Noteholders are involved, such expenses, costs and
liabilities shall be payable out of the related Loan Group Custodial Account
pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan
in such Loan Group, shall also be payable out of the Pool Custodial Account if
amounts on deposit in the related Loan Group Custodial Account are insufficient
therefor. In no event shall the Master Servicer or the Special Servicer be
liable or responsible for any action taken or omitted to be taken by the other
of them (unless they are the same Person or Affiliates) or for any action taken
or omitted to be taken by the Depositor, the Trustee, any Certificateholder or
the Companion Loan Noteholders, subject to the provisions of Section 8.05(c).

        Each Lead Master Servicer, Lead Special Servicer and any director,
manager, member, officer, employee or agent of a Lead Master Servicer or Lead
Special Servicer shall be indemnified and held harmless by the Trust Fund
against the Trust Fund's pro rata share of any loss, liability or reasonable
expense (including reasonable legal fees and expenses) incurred in connection
with any legal action or claim that (1) relates to the applicable Lead PSA
and/or this Agreement and (2) relates solely to the servicing of the applicable
Non-Serviced Loan Group, other than any losses incurred by reason of such Lead
Master Servicer's or Lead Special Servicer's willful misfeasance, bad faith or
negligence in the performance of its duties under the applicable Lead PSA.

        In the event that the terms of a Subsequent PSA (provided the Master
Servicer and Special Servicer have been provided with a copy of such Subsequent
PSA) or Lead PSA provide for the indemnification of the Master Servicer and/or
the Special Servicer, the Master Servicer and Special Servicer shall diligently
pursue their rights under such Subsequent PSA or Lead PSA for the related
trust's proportionate share of any indemnification sought by the Master Servicer
or Special Servicer in connection with a Loan Group.

        Section 6.04         Resignation of Master Servicer and the Special
Servicer.

        (a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time, provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within 15
days, such successor shall be deemed approved thereby), (ii) each of the Rating
Agencies confirms in writing that the successor's appointment will not result in
an Adverse Rating Event, (iii) the resigning party pays all costs and expenses
in connection with such resignation and the resulting transfer of servicing, and
(iv) the successor accepts appointment prior to the effectiveness of such
resignation and agrees in writing to be bound by the terms and conditions of
this Agreement. Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated above in this Section 6.04(a).

        (b) Consistent with Section 6.04(a), neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person or,
except as provided in Sections 3.22, 4.07, 7.01(c) and 7.01(d), delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties of the Master Servicer or the Special
Servicer are transferred to a successor thereto, the Master Servicing Fee, the
Special Servicing Fee, any Workout Fee and/or any Liquidation Fee (except as
expressly contemplated by Section 3.11(b)), as applicable, that accrues or
otherwise becomes payable pursuant hereto from and after the date of such
transfer shall be payable to such successor. Notwithstanding anything to the
contrary herein, the outgoing Special Servicer shall be entitled to 100% of any
Liquidation Fee with respect to any Mortgage Loan as to which a Liquidation
Event has occurred prior to the effective date of transfer to the successor
Special Servicer.

        Section 6.05 Rights of Depositor, Trustee and the Companion Loan
Noteholders in Respect of the Master Servicer and the Special Servicer.

        The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and the Companion Loan Noteholders
(including any servicer on their behalf), upon reasonable notice, during normal
business hours access to all records maintained thereby in respect of its rights
and obligations hereunder. Upon reasonable request, the Master Servicer and the
Special Servicer shall each furnish the Depositor, each Underwriter, the Trustee
and the Companion Loan Noteholders with its most recent publicly available
financial statements and such other non-proprietary information as the Master
Servicer or the Special Servicer, as the case may be, shall determine in its
sole and absolute discretion as it possesses, which is relevant to the
performance of its duties hereunder and which it is not prohibited by applicable
law or contract from disclosing. 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 or Special Servicer
hereunder or exercise the rights of the Master Servicer and the Special Servicer
hereunder; provided, however, that neither the Master Servicer nor the Special
Servicer shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate the
Master Servicer or the Special Servicer as a party to this Agreement. 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         Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.

        The Depositor, the Master Servicer and the Special Servicer shall each
furnish such reports, certifications and information as are reasonably requested
by the Trustee in order to enable it to perform its duties hereunder.

        Section 6.07         Depositor, Special Servicer and Trustee to
Cooperate with Master Servicer.

        The Depositor, the Special Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.

        Section 6.08         Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer.

        The Depositor, the Master Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

        Section 6.09         Termination and Designation of Special Servicer by
the Directing Holder.

        The Directing Holder may (subject to the terms of any related Co-Lender
Agreement) at any time and from time to time, without cause, terminate the
existing Special Servicer and designate a replacement Special Servicer
hereunder. In addition, with respect to each Mortgage Loan, the Directing Holder
(subject to the terms of any related Co-Lender Agreement) may appoint a
replacement Special Servicer for any existing Special Servicer that has resigned
or otherwise ceased to serve (including in connection with termination pursuant
to Section 7.01) as Special Servicer. With respect to each Loan Group, the
rights of the Directing Holder or Controlling Class Directing Holder to
terminate and/or appoint a replacement Special Servicer shall be limited to that
Loan Group.

        The Directing Holder or Controlling Class Directing Holder, as
applicable, shall so designate a Person to serve as replacement Special Servicer
by the delivery to the Trustee, the Master Servicer, and, if applicable, the
Companion Loan Noteholders, and the existing Special Servicer of a written
notice stating such designation. The Trustee shall, promptly after receiving any
such notice, deliver to the Rating Agencies an executed Notice and
Acknowledgment in the form attached hereto as Exhibit I-1. If the Directing
Holder has not replaced the Special Servicer within 30 days of such Special
Servicer's resignation or the date such Special Servicer has ceased to serve in
such capacity, the Trustee shall designate a successor Special Servicer, subject
to removal by the Directing Holder and appointment of a successor thereto
pursuant to the terms of this Section 6.09. Any designated Person (whether
designated by the Directing Holder or the Trustee) shall become the Special
Servicer on the date as of which the Trustee shall have received all of the
following: (1) written confirmation from all of the Rating Agencies that the
appointment of such Person will not result in an Adverse Rating Event; (2) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2, executed by the designated Person, (3) confirmation that all
out-of-pocket costs and expenses incurred in connection with the removal and
replacement of a Special Servicer have been paid either by the removing party or
the replacement Special Servicer and (4) an Opinion of Counsel (at the expense
of the Person designated to become the Special Servicer) to the effect that,
upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer, the designated Person shall be bound by the terms of this Agreement
and, subject to customary limitations, that this Agreement shall be enforceable
against the designated Person in accordance with its terms. Any existing Special
Servicer shall be deemed to have resigned simultaneously with such designated
Person's becoming the Special Servicer hereunder; provided, however, that (i)
the resigning Special Servicer shall continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the effective
date of such resignation, whether in respect of Servicing Advances or otherwise,
(ii) if the resigning Special Servicer was terminated without cause, it shall be
entitled to a portion of certain Workout Fees thereafter payable with respect to
the Corrected Loans (but only if and to the extent permitted by Section 3.11(b))
and (iii) the resigning Special Servicer shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such resignation. Such resigning
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of the resigning Special Servicer's
responsibilities and rights hereunder, including the transfer within two
Business Days to the replacement Special Servicer for administration by it of
all cash amounts that shall at the time be or should have been credited by the
Special Servicer to a Custodial Account, a Servicing Account, a Reserve Account
or an REO Account or should have been delivered to the Master Servicer or that
are thereafter received with respect to Specially Serviced Loans and REO
Properties. The Trustee shall notify the other parties hereto, the
Certificateholders and the Companion Loan Noteholders of any termination of the
Special Servicer and appointment of a new Special Servicer in accordance with
this Section 6.09.

        Any out-of-pocket costs and expenses incurred in connection with the
removal of a Special Servicer and its replacement by a Person designated by the
Directing Holder that are not paid by the replacement Special Servicer shall be
paid by the Directing Holder. Notwithstanding anything herein to the contrary,
the Directing Holder with respect to any Loan Group shall be permitted to
replace the Special Servicer in accordance with this Agreement only with respect
to such related Loan Group.

        Section 6.10         Master Servicer or Special Servicer as Owner of a
Certificate.

        The Master Servicer, the Special Servicer or any Affiliate of either of
them 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 or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the Companion Loan Noteholders, if the Loan Groups
are involved) to the proposal described in the written notice, and if the Master
Servicer or the Special Servicer shall act as proposed in the written notice
within 30 days, such action shall be deemed to comply with, but not modify, the
Servicing Standard. The Trustee shall be entitled to reimbursement from the
Master Servicer or the Special Servicer, as applicable, for the reasonable
expenses of the Trustee incurred pursuant to this paragraph. It is not the
intent of the foregoing provision that the Master Servicer or the Special
Servicer be permitted to invoke the procedure set forth herein with respect to
routine servicing matters arising hereunder, but rather only in the case of
unusual circumstances.

        Section 6.11         Certain Powers of the Directing Holder.

        (a) The Directing Holder will be entitled to advise the Special Servicer
with respect to the following actions of the Special Servicer in connection with
any Serviced Loan, subject to the consultation rights of certain holders of
certain Companion Loans, as further set forth in Section 6.11(e) below. The
Special Servicer will not be permitted to take any of the following actions
unless and until it has notified the applicable Directing Holder in writing in
capitalized, bold faced 14 point type containing the following statement at the
top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL.
IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL
ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED
APPROVAL NOTICE," and (b) if the Directing Holder fails to either approve or
reject said approval action within such five Business Day period after receipt
of the first notice, and having been provided with all reasonably requested
information with respect thereto, and the Special Servicer, delivers the
approval action request to the Directing Holder accompanied by a second notice
in capitalized, bold faced 14 point type containing the following statement at
the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE
DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION
WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE
DIRECTING HOLDER," then, if the Directing Holder fails to approve or reject such
approval action within such second five Business Day period (approval or
rejection by notice by facsimile on the same day being acceptable), then the
Directing Holder's approval will be deemed to have been given:

                 (i) any proposed or actual foreclosure upon or comparable
        conversion (which may include acquisition as an REO Property) of the
        ownership of properties securing such of the Specially Serviced Loans as
        come into and continue in default or other enforcement action under the
        Loan documents;

                 (ii) any modification, extension, amendment or waiver of a
        monetary term (including the timing of payments) or any material
        non-monetary term of a Loan (including any material term relating to
        insurance or any prohibition on additional debt);

                 (iii) any proposed or actual sale of an REO Property (other
        than in connection with the termination of the Trust Fund) for less than
        the Purchase Price;

                 (iv) any acceptance of a discounted payoff of a Loan;

                 (v) any determination to bring a Mortgaged Property or an REO
        Property into compliance with applicable environmental laws or to
        otherwise address Hazardous Materials located at a Mortgaged Property or
        an REO Property;

                 (vi) any release of collateral for a Loan or any release of a
        Mortgagor or any guarantor under a Mortgage Loan (other than in
        accordance with the terms of such Loan (with no material discretion by
        the mortgagee), or upon satisfaction of, such Loan);

                 (vii) any acceptance of substitute or additional collateral for
        a Loan (other than in accordance with the terms of such Loan (with no
        material discretion by the mortgagee));

                 (viii) any waiver of a "due-on-sale" or "due-on-encumbrance"
        clause with respect to any Loan or consent to a transfer of the
        Mortgaged Property or interest in the Mortgagor (to the extent the
        mortgagee has the right to consent to such transfer);

                 (ix) any acceptance of an assumption agreement releasing a
        Mortgagor or a guarantor from liability under a Loan;

                 (x) any acceptance of a change in the property management
        company (provided that the unpaid principal balance of the related
        Mortgage Loan is greater than $5,000,000) or, if applicable, the hotel
        franchise for any Mortgaged Property;

                 (xi) any extension of the maturity date of a Mortgage Loan,
        which results in the remaining term of any related ground lease
        (together with extensions at the sole option of the lender) being less
        than 10 years beyond the amortization term of such Mortgage Loan;

                 (xii) any determination by the Special Servicer pursuant to
        clause (b), (c) or (d) of the definition of "Specially Serviced Loan"
        that a Loan has become a Specially Serviced Loan;

                 (xiii) any extension by the Special Servicer of the maturity
        date of a Performing Serviced Loan pursuant to Section 3.21(d); and

                 (xiv) taking any action to enforce rights with respect to a
        mezzanine lender under the related Co-Lender Agreement;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole) (or, in the case of a Serviced Loan Group, to protect the
interests of the Certificateholders and the related Companion Loan Noteholder
(as a collective whole)), the Special Servicer may take any such action without
waiting for the applicable Directing Holder's response. As used in clauses (vi)
and (vii) above, the term "material discretion" shall mean that the relevant
decision regarding the release of collateral or the acceptance of substitute or
additional collateral, as applicable, is in the discretion of the mortgagee, and
such decision need not be based upon the satisfaction of specified objective
conditions, the satisfactory delivery of certain factual evidence or opinions or
the satisfaction of any other specified objective criteria that is set forth in
the related Mortgage Loan documents.

        In addition, the Directing Holder may direct the Special Servicer to
take, or to refrain from taking, any actions with respect to the servicing
and/or administration of a Specially Serviced Loan as the Directing Holder may
deem advisable or as to which provision is otherwise made herein subject to
Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the
Directing Holder with any information in the Special Servicer's possession with
respect to such matters, including its reasons for determining to take a
proposed action; provided that such information shall also be provided, in a
written format, to the Trustee, who shall make it available for review pursuant
to Section 8.14(b) and, insofar as a Loan Group is involved, for review by the
related Companion Loan Noteholders.

        The Special Servicer shall notify the applicable Directing Holder of any
release or substitution of collateral for a Specially Serviced Loan even if such
release or substitution is in accordance with such Loan.

        Notwithstanding anything herein to the contrary, if a Companion Loan
Noteholder is a Directing Holder it shall be permitted to exercise the powers of
a Directing Holder under this Agreement only with respect to its related Loan
Group.

        With respect to a Tier 3 Loan Group, the Master Servicer or Special
Servicer, as applicable, will be required to obtain the consent of the related
Companion Loan Noteholder in connection with any modification or amendment to
the related Loan documents to the extent set forth in the related Co-Lender
Agreement.

        (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Directing Holder, as contemplated by
Section 6.11(a), or any party having consultation rights under Section 6.11(e),
may (and the Special Servicer shall ignore and act without regard to any such
advice, direction or objection that the Special Servicer has determined, in its
reasonable, good faith judgment, would) require or cause the Special Servicer or
Master Servicer to violate any provision of this Agreement (exclusive of Section
6.11(a)) (including the Special Servicer's obligation to act in accordance with
the Servicing Standard), the related Loan documents or the REMIC Provisions.
Furthermore, the Special Servicer shall not be obligated to seek approval from
the Directing Holder for any actions to be taken by the Special Servicer with
respect to any particular Specially Serviced Loan if:

                 (i) the Special Servicer has, as provided in Section 6.11(a),
        notified the applicable Directing Holder in writing of various actions
        that the Special Servicer proposes to take with respect to the workout
        or liquidation of that Specially Serviced Loan; and

                 (ii) for 60 days following the first such notice, such
        Directing Holder has objected to all of those proposed actions and has
        failed to suggest any alternative actions that the Special Servicer
        considers to be consistent with the Servicing Standard.

        (c) The Directing Holder will have no liability to the
Certificateholders or the Companion Loan Noteholders for any action taken, or
for refraining from the taking of any action, or for errors in judgment;
provided, however, that the Directing Holder will not be protected against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of negligent
disregard of obligations or duties. Each Certificateholder acknowledges and
agrees, by its acceptance of its Certificates, that: (i) the Directing Holder
may, and is permitted hereunder to, have special relationships and interests
that conflict with those of Holders of one or more Classes of Certificates; (ii)
the Directing Holder may, and is permitted hereunder to, act solely in the
interests of the Holders of the Controlling Class; (iii) the Directing Holder or
its representative do not have any duties to the Holders of any Class of
Certificates other than the Controlling Class; (iv) the Directing Holder may,
and is permitted hereunder to, 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; (v) the Directing Holder shall not be deemed to have
been negligent or reckless, or to have acted in bad faith or engaged in willful
misconduct, by reason of its having acted solely in the interests of the Holders
of the Controlling Class; and (vi) the Directing Holder shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Holder, any Holder of the Controlling Class or
any director, officer, employee, agent or principal thereof for having so acted.

        (d) The applicable Companion Loan Noteholders shall be entitled to
receive, upon request made to any party hereto, a copy of any notice or report
required to be delivered (upon request or otherwise) by such party to the
related Loan Group Directing Holder or the Trustee with respect to the related
Loan Group. Any such party shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies.

                                   ARTICLE VII

                                     DEFAULT

        Section 7.01         Events of Default.

        (a) "Event of Default," wherever used herein, means any one of the
following events:

                 (i) any failure by the Master Servicer to deposit into a
        Custodial Account, any amount required to be so deposited or remitted by
        it under this Agreement, which failure continues unremedied for one
        Business Day following the date on which a deposit or remittance was
        first required to be made; or

                 (ii) any failure by the Special Servicer to deposit into an REO
        Account or to deposit into, or to remit to the Master Servicer for
        deposit into, a Custodial Account, any amount required to be so
        deposited or remitted under this Agreement, which failure continues
        unremedied for one Business Day following the date on which a deposit or
        remittance was first required to be made; or

                 (iii) any failure by the Master Servicer to deposit into, or
        remit to the Trustee for deposit into, the Distribution Account, any
        amount (including any P&I Advances and any amounts to cover Prepayment
        Interest Shortfalls) required to be so deposited or remitted by it under
        this Agreement, which failure continues unremedied until 11:00 a.m. (New
        York City time) on the applicable Distribution Date, or any failure by
        the Master Servicer to make, on a timely basis, the required payments to
        the applicable Companion Loan Noteholder on any Master Servicer
        Remittance Date, which failure continues unremedied until 11:00 a.m.
        (New York City time) on the first Business Day after such remittance
        date; or

                 (iv) any failure by the Master Servicer to timely make any
        Servicing Advance required to be made by it hereunder, which Servicing
        Advance remains unmade for a period of three Business Days following the
        date on which notice of such failure shall have been given to the Master
        Servicer by the Trustee or any other parties hereunder; or

                 (v) any failure on the part of the Master Servicer or the
        Special Servicer duly to observe or perform in any material respect any
        other covenants or agreements on the part of the Master Servicer or the
        Special Servicer, as the case may be, contained in this Agreement, which
        continues unremedied for a period of 30 days (15 days in the case of
        payment of insurance premiums or the date on which any required
        insurance coverage terminates, if such premiums are not paid, whichever
        date is earlier) after the date on which written notice of such failure,
        requiring the same to be remedied, shall have been given to the Master
        Servicer or the Special Servicer, as the case may be, by any other party
        hereto or to the Master Servicer or the Special Servicer, as the case
        may be (with a copy to each other party hereto), by any Companion Loan
        Noteholder (if affected thereby) or the Holders of Certificates entitled
        to at least 25% of the Voting Rights, provided, however, that with
        respect to any such failure which is not curable within such 30-day
        period, the Master Servicer or the Special Servicer, as the case may be,
        shall have an additional cure period of 30 days to effect such cure so
        long as the Master Servicer or the Special Servicer, as the case may be,
        has commenced to cure such failure within the initial 30-day period and
        has provided the Trustee and, if affected thereby, any Companion Loan
        Noteholder with an Officer's Certificate certifying that it has
        diligently pursued, and is diligently continuing to pursue, a full cure;
        or

                 (vi) any breach on the part of the Master Servicer or the
        Special Servicer of any of its representations or warranties contained
        in this Agreement that materially and adversely affects the interests of
        any Class of Certificateholders or the Companion Loan Noteholders and
        which breach continues unremedied for a period of 30 days after the date
        on which written notice of such breach, requiring the same to be
        remedied, shall have been given to the Master Servicer or the Special
        Servicer, as the case may be, by any other party hereto or to the Master
        Servicer or the Special Servicer, as the case may be (with a copy to
        each other party hereto), by the Companion Loan Noteholders (if affected
        thereby) or the Holders of Certificates entitled to at least 25% of the
        Voting Rights, provided, however, that with respect to any such breach
        which is not curable within such 30-day period, the Master Servicer or
        the Special Servicer, as the case may be, shall have an additional cure
        period of 30 days so long as the Master Servicer or the Special
        Servicer, as the case may be, has commenced to cure such breach within
        the initial 30-day period and provided the Trustee and the Companion
        Loan Noteholders with an Officer's Certificate certifying that it has
        diligently pursued, and is diligently continuing to pursue, a full cure;
        or

                 (vii) 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

                 (viii) 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 it or of or relating to all or substantially all of its
        property; or

                 (ix) 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

                 (x) one or more ratings assigned by Moody's to the Certificates
        has been qualified, downgraded or withdrawn, or otherwise made the
        subject of a "negative" credit watch (and such "watch status" placement
        shall not have been withdrawn within 60 days of the date such servicing
        officer obtained actual knowledge), which Moody's has determined and
        given notice in writing (including through a publication or newsletter)
        or electronically (including through an internet website), is solely or
        in material part a result of the Master Servicer or Special Servicer, as
        the case may be, acting in such capacity; or

                 (xi) the Master Servicer or the Special Servicer is removed
        from S&P's Select Servicer List as a U.S. Commercial Mortgage Master
        Servicer or U.S. Commercial Mortgage Special Servicer, as the case may
        be, and is not restored to such status on such list within 60 days;

                 (xii) with respect to any Serviced Companion Loan (1) the
        Master Servicer has been removed from S&P's Select Servicer List as a
        U.S. Commercial Mortgage Master Servicer and any of the ratings assigned
        to any Companion Loan Securities have been qualified, downgraded or
        withdrawn in connection with such removal and the Master Servicer is not
        reinstated on such list within 60 days; or (2) a servicing officer of
        the Master Servicer obtains actual knowledge that the continuation of
        the Master Servicer in such capacity for such Serviced Companion Loan
        would result in the downgrade, qualification or withdrawal of any rating
        then assigned by Moody's to any Companion Loan Securities and such
        notice is not withdrawn within 60 days; or

                 (xiii) the Master Servicer, or any primary servicer or
        Sub-Servicer appointed by the Master Servicer after the Closing Date
        (but excluding any Sub-Servicer set forth on Exhibit T), shall fail to
        deliver during the period prior to the filing of Form 15(d) the items
        required to be delivered by this Agreement to enable the Trustee or
        Depositor to comply with the Trust's reporting obligations under the
        Exchange Act within 5 Business Days of such failure to comply with
        Article XI;

        When a single entity acts as the Master Servicer and the Special
Servicer, an Event of Default in one capacity shall constitute an Event of
Default in the other capacity.

        (b) If any Event of Default described in clauses (i)-(ix), (xi) and
(xii) of subsection (a) above shall occur with respect to the Master Servicer or
the Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights, the Trustee shall, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto and the
Rating Agencies) terminate, subject to Section 7.01(d), all of the rights and
obligations (but not the liabilities for actions and omissions occurring prior
thereto) of the Defaulting Party under this Agreement and in and to the Trust
Fund and the Companion Loans, other than its rights, if any, as a
Certificateholder hereunder or as the holder of the Companion Loans or any
interest therein.

        If any Event of Default described in clause (x) of subsection (a) above
shall occur with respect to the Master Servicer or the Special Servicer (in
either case, under such circumstances, for purposes of this Section 7.01(b), the
"Defaulting Party"), the Trustee shall, by notice in writing (to be sent
immediately by facsimile transmission) to the Defaulting Party (with a copy of
such notice to each other party hereto and the Rating Agencies), terminate,
subject to Section 7.01(d), all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Companion Loans,
other than its rights, if any, as a Certificateholder hereunder or as the holder
of the Companion Loans or any interest therein, within 30 days following the
occurrence of such Event of Default.

        From and after the receipt by the Defaulting Party of such written
notice of termination, 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), the Loans (other than as a holder thereof or any interest
therein) or otherwise, shall pass to and be vested in the Trustee pursuant to
and under this section, and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Loans and
related documents, or otherwise.

        The Master Servicer and the 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 ten Business Days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records, including those
in electronic form, requested thereby to enable the Trustee to assume the Master
Servicer's or 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 Special Servicer's, as the case may be, responsibilities and
rights hereunder, including (i) if the Master Servicer is the Defaulting Party,
the immediate transfer to the Trustee or a successor Master Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer to a Custodial Account, the
Distribution Account, the Defeasance Deposit Account, a Servicing Account or a
Reserve Account or that are thereafter received by or on behalf of it with
respect to any Loan or (ii) if the Special Servicer is the Defaulting Party, the
transfer within two Business Days to the Trustee or a successor Special Servicer
for administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to an REO Account, a Custodial
Account, a Servicing Account or a Reserve Account or should have been delivered
to the Master Servicer or that are thereafter received by or on behalf of it
with respect to any Loan or 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 or otherwise, and it shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such termination.

        Any cost or expenses in connection with any actions to be taken by any
party hereto pursuant to the prior paragraph shall be borne by the Defaulting
Party and if not paid by the Defaulting Party within 90 days after the
presentation of reasonable documentation of such costs and expenses, such
expense shall be reimbursed by the Trust Fund; provided, however, that the
Defaulting Party shall not thereby be relieved of its liability for such
expenses. For purposes of this Section 7.01 and also for purposes of Section
7.03(b), the Trustee shall not be deemed to have knowledge of an event which
constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

        (c) In the case of an Event of Default under Section 7.01(a)(x), (xi) or
(xii) of which the Trustee has notice, the Trustee shall provide written notice
thereof to the Master Servicer promptly upon receipt of such notice.
Notwithstanding Section 7.01(b), if the Master Servicer receives a notice of
termination under Section 7.01(b) solely due to an Event of Default under
Section 7.01(a)(x) or (xi) and if the terminated Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within five
Business Days following such termination, then the Master Servicer shall
continue to serve in such capacity hereunder until a successor thereto is
selected in accordance with this Section 7.01(c) or the expiration of 45 days
from the Master Servicer's receipt of the notice of termination, whichever
occurs first.

        Upon receipt of such "request for proposal" materials from the
terminated Master Servicer, the Trustee shall promptly thereafter (using such
"request for proposal" materials) solicit good faith bids for the rights to
master service the Loans under this Agreement from at least three (3) Persons
qualified to act as a successor Master Servicer hereunder in accordance with
Section 6.02 and Section 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 terminated 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 master service the 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, within 45 days
after the receipt of notice of termination by the terminated Master Servicer.
The Trustee shall solicit bids: (i) on the basis of such successor Master
Servicer retaining all Sub-Servicers to continue the primary servicing of the
Loans pursuant to the terms of the respective Sub-Servicing Agreements and to
enter into a Sub-Servicing Agreement with the terminated Master Servicer to
sub-service each of the Loans not subject to a Sub-Servicing Agreement at a
sub-servicing fee rate per annum equal to the Master Servicing Fee Rate minus
one (1) basis point per Loan serviced (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 3.23 (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. The Trustee shall direct the Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Master Servicer as contemplated above) no later
than 45 days after the receipt of notice of termination by the terminated Master
Servicer.

        Upon the assignment and acceptance of the master servicing rights
hereunder 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
terminated Master Servicer 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 terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to service the 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 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, the terminated Master Servicer 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) Other than with respect to any Loan which is serviced by the Primary
Servicer (unless the Primary Servicer is in default under the related Primary
Servicing Agreement and such default results in the ability to terminate the
Primary Servicer under the provisions of the Primary Servicing Agreement) and
notwithstanding Section 7.01(b), if any Event of Default on the part of the
Master Servicer occurs that affects a Companion Loan Noteholder and the Master
Servicer is not otherwise terminated in accordance with Section 7.01(b), or an
Event of Default on the part of the Master Servicer occurs that affects only one
or more of the Companion Loans, the Master Servicer may not be terminated in
accordance with Section 7.01(b), but, at the direction of the related Companion
Loan Noteholder, the Trustee shall require the Master Servicer to appoint,
within 30 days of the Trustee's request, a Sub-Servicer (or, if the Loan Groups
are currently being sub-serviced, to replace, within 30 days of the Trustee's
request, the then-current Sub-Servicer with a new Sub-Servicer) with respect to
the related Loan Group. In connection with the Master Servicer's appointment of
a Sub-Servicer at the request of the Trustee in accordance with this Section
7.01(d), the Master Servicer shall obtain written confirmation from each Rating
Agency that such appointment will not result in an Adverse Rating Event with
respect to the Certificates or any Companion Loan Securities. The related
Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by the
Master Servicer at the request of the Trustee in accordance with this Section
7.01(d) shall be responsible for all duties, and shall be entitled to all
compensation, of the Master Servicer under this Agreement with respect to the
related Loan Group, except that the Master Servicer shall be entitled to retain
a portion of the Master Servicing Fee for the Mortgage Loan in the related Loan
Group calculated at 0.01% per annum. Such Sub-Servicing Agreement shall also
provide that such Sub-Servicer shall agree to become the master servicer under a
separate servicing agreement for the applicable Loan Group in the event that the
applicable Loan Group is no longer to be serviced and administered hereunder,
which separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
for the fact that the applicable Loan Group and the related Loan Group Mortgaged
Properties shall be the sole assets serviced and administered thereunder and the
sole source of funds thereunder. If any Sub-Servicer appointed by the Master
Servicer at the request of the Trustee in accordance with this Section 7.01(d)
shall at any time resign or be terminated, the Master Servicer shall be required
to promptly appoint a substitute Sub-Servicer, which appointment shall not
result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities (as evidenced in writing by each Rating Agency). In
the event that a successor Master Servicer is acting hereunder and that
successor Master Servicer desires to terminate the Sub-Servicer appointed under
this Section 7.01(d), the terminated Master Servicer that was responsible for
the Event of Default that led to the appointment of such Sub-Servicer shall be
responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.

        Section 7.02         Trustee to Act; Appointment of Successor.

        On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09 or Section 7.01(c), be the successor in
all respects to the Master Servicer or the Special Servicer, as the case may be,
in its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all (and the former Master Servicer or the
Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, if the Master
Servicer is the resigning or terminated party, the Master Servicer's obligation
to make P&I Advances, including in connection with any termination of the Master
Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade
P&I Advances that gave rise to such Event of Default; provided that any failure
to perform such duties or responsibilities caused by the Master Servicer's or
the Special Servicer's, as the case may be, failure to provide information or
monies required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder (except as set forth in
Section 3.11(b)). Notwithstanding the above, the Trustee may, if it shall be
unwilling to so act as either Master Servicer or Special Servicer, as the case
may be, or shall, if it is unable to so act as either Master Servicer or Special
Servicer, as the case may be, or if the Trustee is not approved as a master
servicer or a special servicer, as the case may be, by any of the Rating
Agencies, or if the Holders of Certificates entitled to a majority 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 as the successor to the resigning or terminated Master
Servicer or the Special Servicer, as the case may be, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder; provided, however, that no such appointee shall succeed to
the rights and obligations of the Master Servicer or Special Servicer hereunder
unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such appointee
makes the applicable representations and warranties set forth in Section 3.24;
and provided, further, that in the case of a resigning or terminated Special
Servicer, such appointment shall be subject to the rights of the Holders of
Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class to designate a successor pursuant to Section 6.09. No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Loans as it and such successor shall agree,
subject to the terms of this Agreement limiting the use of funds Received in
respect of a Loan Group to matters related to such Loan Group; provided,
however, that no such compensation shall be in excess of that permitted the
resigning or terminated party hereunder. Such successor and the other parties
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

        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, any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness
of any designation of a new Special Servicer pursuant to Section 6.09, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and the Master
Servicer shall give prompt written notice thereof to the Companion Loan
Noteholders.

        (b) Not later than 10 days after a Responsible Officer of the Trustee
has notice of the occurrence of any event which constitutes or, with notice or
lapse of time or both, would constitute an Event of Default, the Trustee shall
transmit by mail to the Depositor, all the Certificateholders, the Companion
Loan Noteholders (to the extent the Trustee has received their respective
contact information from the Master Servicer, who shall provide such information
to the Trustee upon request) and the Rating Agencies notice of such occurrence,
unless such default shall have been cured.

        Section 7.04         Waiver of Events of Default.

        The Holders representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Event of Default hereunder,
together with the Companion Loan Noteholders (if adversely affected by such
Event of Default), may waive such Event of Default; provided, however, that an
Event of Default under any of clauses (i), (ii), (iii), (x), (xi) and (xii) of
Section 7.01(a) may be waived only by all of the Certificateholders of the
affected Classes, together with the Companion Loan Noteholders, if any, that is
affected by such Event of Default. 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. 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 Voting Rights with respect to
the matters described above.

        The foregoing paragraph notwithstanding, if the Holders representing at
least the requisite percentage of the Voting Rights allocated to each affected
Class of Certificates desire to waive an Event of Default by the Master
Servicer, but either a Companion Loan Noteholder (in each case if adversely
affected thereby) does not wish to waive that Event of Default, then those
Holders may still waive that default, and the applicable Companion Loan
Noteholder, will be entitled to request that the Master Servicer appoint, within
60 days of the Companion Loan Noteholder's request, as applicable, a
Sub-Servicer (or, if the applicable Loan Group is currently being subserviced,
to replace, within 60 days of the Companion Loan Noteholder's request, the
then-current Sub-Servicer (other than with respect to any Loan which is serviced
by the Primary Servicer (unless the Primary Servicer is in default under the
related Primary Servicing Agreement and such default results in the ability to
terminate the Primary Servicer under the provisions of the Primary Servicing
Agreement)) with a new Sub-Servicer) with respect to the applicable Loan Group.
In connection with the Master Servicer's appointment of a Sub-Servicer at the
request of a Companion Loan Noteholder in accordance with this Section 7.04, the
Master Servicer shall obtain written confirmation from each Rating Agency that
such appointment will not result in an Adverse Rating Event with respect to the
Certificates or any Companion Loan Securities. The related Sub-Servicing
Agreement shall provide that any Sub-Servicer appointed by the Master Servicer
at the request of a Companion Loan Noteholder in accordance with this Section
7.04 shall be responsible for all duties, and shall be entitled to all
compensation, of the Master Servicer under this Agreement with respect to the
applicable Loan Group, except that the Master Servicer shall be entitled to
retain a portion of the Master Servicing Fee for the Mortgage Loan in the Loan
Group calculated at 0.01% per annum. Such Sub-Servicing Agreement shall also
provide that such Sub-Servicer shall become the master servicer under a separate
servicing agreement for the applicable Loan Group in the event that the Loan
Group is no longer to be serviced and administered hereunder, which separate
servicing agreement shall contain servicing and administration, limitation of
liability, indemnification and servicing compensation provisions substantially
similar to the corresponding provisions of this Agreement, except for the fact
that the applicable Loan Group and the Loan Group Mortgaged Properties shall be
the sole assets serviced and administered thereunder and the sole source of
funds thereunder. Such Sub-Servicer shall meet the requirements of Section 3.23.
If any Sub-Servicer appointed by the Master Servicer at the request of the
Companion Loan Noteholder in accordance with this Section 7.04 shall at any time
resign or be terminated, the Master Servicer shall be required to promptly
appoint a substitute Sub-Servicer, which appointment shall not result in an
Adverse Rating Event (as evidenced in writing by each Rating Agency). In the
event a successor Master Servicer is acting hereunder and that successor Master
Servicer desires to terminate the Sub-Servicer appointed under this Section
7.04, the terminated Master Servicer that was responsible for the Event of
Default that led to the appointment of such Sub-Servicer shall be responsible
for all costs incurred in connection with such termination, including the
payment of any termination fee.

        Section 7.05         Additional Remedies of Trustee Upon Event of
Default.

        During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust and on behalf of the Companion Loan Noteholders, to take all
actions now or hereafter existing at law, in equity or by statute to enforce its
rights and remedies and to protect the interests, and enforce the rights and
remedies, of the Certificateholders and the Companion Loan Noteholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

        Section 8.01         Duties of Trustee.

        (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs; provided that if the Trustee is acting as Master Servicer or
Special Servicer, it shall act in accordance with the Servicing Standard. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.

        (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

        (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

                 (i) Prior to the occurrence of an Event of Default, and after
        the curing of all such Events of Default which may have occurred, the
        duties and obligations of the Trustee shall be determined solely by the
        express provisions of this Agreement, the Trustee shall not be liable
        except for the performance of such duties and obligations as are
        specifically set forth in this Agreement, no implied covenants or
        obligations shall be read into this Agreement against the Trustee and,
        in the absence of bad faith on the part of the Trustee, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon any certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Agreement;

                 (ii) The Trustee shall not be personally liable for an error of
        judgment made in good faith by a Responsible Officer or Responsible
        Officers of the Trustee, unless it shall be proved that the Trustee was
        negligent in ascertaining the pertinent facts;

                 (iii) The Trustee shall not be personally liable with respect
        to any action taken, suffered or omitted to be taken by it in good faith
        in accordance with the terms of this Agreement and the direction of any
        Directing Holder, Controlling Class or 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; and

                 (iv) The protections, immunities and indemnities afforded to
        the Trustee hereunder shall also be available to it in its capacity as
        Authenticating Agent, Certificate Registrar, Tax Administrator and
        Custodian.

        Section 8.02         Certain Matters Affecting Trustee.

        Except as otherwise provided in Section 8.01 and Article X:

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

                 (ii) the Trustee may consult with counsel and the written
        advice of such counsel or any Opinion of Counsel shall be full and
        complete authorization and protection in respect of any action taken or
        suffered or omitted by it hereunder in good faith and in accordance
        therewith;

                 (iii) the Trustee shall be under no obligation to exercise any
        of the trusts or powers vested in it by this Agreement or to make any
        investigation of matters arising hereunder or, except as provided in
        Section 10.01, to institute, conduct or defend any litigation hereunder
        or in relation hereto, at the request, order or direction of any of the
        Certificateholders, pursuant to the provisions of this Agreement, unless
        such Certificateholders shall have offered to the Trustee reasonable
        security or indemnity against the costs, expenses and liabilities which
        may be incurred therein or thereby; except as provided in Section 10.01,
        the Trustee shall not be required to expend or risk its own funds or
        otherwise incur any financial liability in the performance of any of its
        duties hereunder, or in the exercise of any of its rights or powers, if
        it shall have reasonable grounds for believing that repayment of such
        funds or adequate indemnity against such risk or liability is not
        reasonably assured to it; nothing contained herein shall, however,
        relieve the Trustee of the obligation, upon the occurrence of an Event
        of Default which has not been cured, to exercise such of the rights and
        powers vested in it by this Agreement, and to use the same degree of
        care and skill in their exercise as a prudent man would exercise or use
        under the circumstances in the conduct of his own affairs;

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

                 (v) prior to the occurrence of an Event of Default hereunder
        and after the curing of all Events of Default which may have occurred,
        and except as may be provided in Section 10.01, the Trustee shall not be
        bound to make any investigation into the facts or matters stated in any
        resolution, certificate, statement, instrument, opinion, report, notice,
        request, consent, order, approval, bond or other paper or document,
        unless requested in writing to do so by Holders of Certificates entitled
        to at least 25% of the Voting Rights; provided, however, that if the
        payment within a reasonable time to the Trustee of the costs, expenses
        or liabilities likely to be incurred by it in the making of such
        investigation is, in the opinion of the Trustee, not reasonably assured
        to the Trustee by the security afforded to it by the terms of this
        Agreement, the Trustee may require reasonable indemnity against such
        expense or liability as a condition to taking any such action;

                 (vi) the Trustee may execute any of the trusts or powers
        hereunder or perform any duties hereunder either directly or by or
        through agents or attorneys; provided, however, that the Trustee shall
        remain responsible for all acts and omissions of such agents or
        attorneys within the scope of their employment to the same extent as it
        is responsible for its own actions and omissions hereunder; and

                 (vii) the Trustee shall not be responsible for any act or
        omission of the Master Servicer or the Special Servicer (unless the
        Trustee is acting as Master Servicer or the Special Servicer) or the
        Depositor.

        Section 8.03         Trustee Not Liable for Validity or Sufficiency of
Certificates or Loans.

        The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee in Article II and Section 8.16 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall not be taken as the statements of the
Trustee, and the Trustee shall not assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16, the Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Certificate (other than as to the signature of the Trustee set forth thereon) or
of any Loan or related document. The Trustee shall not be accountable for the
use or application by the Depositor of any of the Certificates issued to it or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Depositor in respect of the assignment of the Mortgage Loans to the
Trust Fund, or any funds deposited in or withdrawn from a Custodial Account or
any other account by or on behalf of the Depositor, the Master Servicer or the
Special Servicer. The Trustee shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee in good faith, pursuant to this
Agreement.

        Section 8.04         Trustee May Own Certificates.

        The Trustee or any agent of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Certificates with (except as
otherwise provided in the definition of "Certificateholder") the same rights it
would have if it were not the Trustee or such agent.

        Section 8.05         Fees and Expenses of Trustee; Indemnification of
and by Trustee.

        (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account, prior to any distributions
to be made therefrom on such date, and pay to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. The Trustee Fees
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.

        (b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified for and held harmless by the Trust
Fund against any loss, liability or reasonable "out-of-pocket" expense
(including costs and expenses incurred in connection with removal of the Special
Servicer and Master Servicer pursuant to Sections 7.01 and 7.02, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement) arising out of, or incurred in connection with,
this Agreement or the Certificates ("Trustee Liability"); provided that such
loss, liability or expense constitutes an "unanticipated expense" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); and provided,
further, that neither the Trustee nor any of the other above specified Persons
shall be entitled to indemnification pursuant to this Section 8.05(b) for (1)
any liability specifically required to be borne thereby pursuant to the terms of
this Agreement, or (2) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of, or the
negligent disregard of, the Trustee's obligations and duties hereunder, or as
may arise from a breach of any representation, warranty or covenant of the
Trustee made herein, or (3) any loss, liability or expense that constitutes
allocable overhead. The provisions of this Section 8.05(b) and of Section
8.05(c) shall survive any resignation or removal of the Trustee and appointment
of a successor trustee.

        (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

        (d) The Trustee shall indemnify and hold harmless the Trust Fund against
any losses arising out of any errors made solely by the Trustee in calculating
distributions to be made hereunder and any other calculation or reporting
hereunder (in each case not attributable to information provided to the Trustee
by the Master Servicer or the Special Servicer); provided that such loss arose
by reason of willful misfeasance, bad faith or negligence on the part of the
Trustee. The provisions of this Section 8.05(d) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

        Section 8.06         Eligibility Requirements for Trustee.

        The Trustee hereunder shall at all times be a bank, a trust company, an
association or a corporation organized and doing business under the laws of the
United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state banking authority. If such bank, trust company, association or
corporation 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 bank,
trust company, association or corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall at all times maintain a long-term unsecured debt
rating of at least "Aa3" by Moody's and "AA-" by S&P (or "A+" by S&P if the
short-term unsecured debt rating of the Trustee is rated at least "A-1" by S&P)
(or, in the case of either Rating Agency, such other rating as shall not result
in an Adverse Rating Event with respect to the Certificates or any Companion
Loan Securities, as confirmed in writing by such Rating Agency). The Trustee's
acting in such capacity shall not adversely affect the application of the
Prohibited Transaction Exemption to the Investment Grade Certificates. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07; provided that if the Trustee shall cease to be
so eligible because its combined capital and surplus is no longer at least
$50,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause an Adverse Rating Event, then upon the execution and
delivery of such agreement the Trustee shall not be required to resign, and may
continue in such capacity, for so long as none of the ratings assigned by the
Rating Agencies to the Certificates is adversely affected thereby. The bank,
trust company, corporation or association serving as Trustee may have normal
banking and trust relationships with the Depositor, the Master Servicer, the
Special Servicer and their respective Affiliates.

        Section 8.07         Resignation and Removal of Trustee.

        (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, all Certificateholders and the Companion Loan
Noteholders. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee acceptable to the Depositor by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer, the Certificateholders
and the Companion Loan Noteholders by the Depositor. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.

        (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or if the Trustee
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 reasonable control), to timely
deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may remove the Trustee and appoint a successor trustee acceptable
to the Depositor and the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Companion Loan
Noteholders by the successor trustee so appointed.

        (c) The Holders of Certificates entitled to 51% of the Voting Rights may
at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor trustee so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer, the remaining
Certificateholders and the Companion Loan Noteholders by the successor trustee
so appointed.

        (d) In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Loans shall be terminated, other than any rights or obligations that
accrued prior to the date of such termination or removal (including the right to
receive all fees, expenses and other amounts (including P&I Advances and any
accrued interest thereon) accrued or owing to it under this Agreement, with
respect to periods prior to the date of such termination or removal, and no
termination without cause shall be effective until the payment of such amounts
to the Trustee).

        (e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

        (f) Following the Closing Date, for so long as the Trust is subject to
the reporting requirements of the Exchange Act, the Trustee may not appoint any
sub-servicer that is or could become a Reporting Servicer without the prior
written consent of the Depositor, which consent shall not be unreasonably
withheld.

        Section 8.08         Successor Trustee.

        (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within ninety (90) days after they are incurred, at the
expense of the Trust, provided that such Certificateholders shall remain liable
to the Trust for such expenses) 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 third-party Custodian, which Custodian 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 shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

        (c) Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, such successor trustee shall mail notice of the succession of
such trustee hereunder to the Depositor, the Master Servicer, the Special
Servicer, the Certificateholders and the Companion Loan Noteholders.

        Section 8.09         Merger or Consolidation of Trustee.

        Any entity into which the Trustee may be merged or converted, or with
which the Trustee may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided (i) such entity shall be eligible
under the provisions of Section 8.06 or Section 8.17, as applicable, and (ii)
for so long as the Trust is subject to the reporting requirements of the
Exchange Act, shall have been consented to by the Depositor (which consent shall
not be unreasonably withheld) without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

        Section 8.10         Appointment of Co-Trustee or Separate Trustee.

        (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Trustee 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. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

        (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

        (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

        (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts vested therein pursuant to the
applicable instrument of appointment and this Section 8.10, shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

        (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

        Section 8.11         Appointment of Custodians.

        The Trustee may appoint at the Trustee's expense 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 supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor, a Mortgage Loan
Seller or any Affiliate of any of them. Neither the Master Servicer nor the
Special Servicer shall have any duty to verify that any such Custodian is
qualified to act as such in accordance with the preceding sentence. The Trustee
may enter into agreements to appoint a Custodian which is not the Trustee,
provided that such agreement: (i) is consistent with this Agreement in all
material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
Trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
does not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. 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. In the absence of any other Person appointed in accordance herewith
acting as Custodian, the Trustee agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the
Custodian shall be construed to require that such notice, information or
documents also be provided to the Trustee. Any Custodian hereunder shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement and, in any event, satisfying the same requirements (including as to
the insurer) as are applicable to any such bond or policy required to be
maintained by the Master Servicer pursuant to Section 3.07.

        Section 8.12         Appointment of Authenticating Agents.

        (a) The Trustee may appoint at the Trustee's expense an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Authenticating Agent, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Authenticating Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.

        (b) Any Person into which any Authenticating 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 any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

        (c) Any Authenticating Agent appointed in accordance with this Section
8.12 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent appointed in accordance with this Section 8.12 by giving
written notice of termination to such Authenticating Agent, the Master Servicer
and the Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.12, the Trustee may
appoint a successor Authenticating Agent, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.

        Section 8.13         Appointment of Tax Administrators.

        (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

        (b) Any Person into which any Tax 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 Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.

        (c) Any Tax Administrator appointed in accordance with this Section 8.13
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor Tax Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Tax Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor Tax 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 Tax
Administrator.

        Section 8.14         Access to Certain Information.

        (a) The Trustee shall afford to the Master Servicer, the Special
Servicer and the Depositor, and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the Loans within its
control that may be required to be provided by this Agreement or by applicable
law. Such access shall be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Trustee
designated by it.

        (b) The Trustee shall maintain in its possession and, upon reasonable
prior written request and during normal business hours, shall make available at
its offices for review by the Depositor, the Rating Agencies, the Companion Loan
Noteholders and their designees, the Controlling Class Directing Holder and,
subject to the succeeding paragraph, any Certificateholder, Certificate Owner or
Person identified to the Trustee as a prospective Transferee of a Certificate or
an interest therein, originals and/or copies of the following items: (i) the
Prospectus, any private placement memorandum and any other disclosure document
relating to the Certificates, in the form most recently provided to the Trustee
by the Depositor or by any Person designated by the Depositor; (ii) this
Agreement, each Sub-Servicing Agreement delivered to the Trustee since the
Closing Date; (iii) all Certificateholder Reports made available to
Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all
Annual Performance Certifications delivered by the Master Servicer and the
Special Servicer, respectively, to the Trustee since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by or on behalf of the Master
Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date; (vi) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property 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; (vii)
each of the Mortgage Files, including any and all modifications, extensions,
waivers and amendments of the terms of a Loan entered into or consented to by
the Special Servicer and delivered to the Trustee pursuant to Section 3.21;
(viii) the most recent appraisal for each Mortgaged Property and REO Property
that has been delivered to the Trustee (each appraisal obtained hereunder with
respect to any Mortgaged Property or REO Property to be delivered to the Trustee
by the Master Servicer or Special Servicer, as applicable, promptly following
its having been obtained); (ix) any and all Officer's Certificates and other
evidence delivered to or by the Trustee to support its, the Master Servicer's or
the Special Servicer's, as the case may be, determination that any Advance was
(or, if made, would be) a Nonrecoverable Advance; (x) any and all information
provided to the Trustee pursuant to Section 6.11(a); (xi) the Schedule of
Exceptions to Mortgage File Delivery prepared by the Trustee pursuant to Section
2.02(a) and any exception report prepared by the Trustee pursuant to Section
2.02(b); (xii) all notices of a breach of representation and warranty given by
or received by the Trustee with respect to any party hereto; (xiii) any
Officer's Certificate delivered to the Trustee by the Special Servicer in
connection with a Final Recovery Determination pursuant to Section 3.09(h). The
Trustee shall provide copies of any and all of the foregoing items upon written
request of any of the parties set forth in the previous sentence; however,
except in the case of the Rating Agencies, the Trustee shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing such copies. Upon the reasonable request of any Certificateholder,
or any Certificate Owner identified to the Trustee to the Trustee's reasonable
satisfaction, the Trustee shall request from the Master Servicer copies (at the
expense of such Certificateholder or Certificate Owner if the Master Servicer or
Special Servicer charges a fee to cover the reasonable cost of making such
copies available) of any inspection reports prepared by the Master Servicer or
the Special Servicer, copies of any operating statements, rent rolls and
financial statements obtained by the Master Servicer or the Special Servicer;
and, upon receipt, the Trustee shall make such items available to the requesting
Certificateholder or Certificate Owner.

        (c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).

        Section 8.15         [Reserved].

        Section 8.16         Representations and Warranties of Trustee.

        (a) The Trustee hereby represents and warrants to the Master Servicer,
the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

                 (i) The Trustee is a national banking association duly
        organized, validly existing and in good standing under the laws of the
        United States of America.

                 (ii) The execution and delivery of this Agreement by the
        Trustee, and the performance and compliance with the terms of this
        Agreement by the Trustee, will not violate the Trustee's organizational
        documents or constitute a default (or an event which, with notice or
        lapse of time, or both, would constitute a default) under, or result in
        the breach of, any material agreement or other instrument to which it is
        a party or which is applicable to it or any of its assets.

                 (iii) Except to the extent that the laws of certain
        jurisdictions in which any part of the Trust Fund may be located require
        that a co-trustee or separate trustee be appointed to act with respect
        to such property as contemplated by Section 8.10, 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 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 (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, including, but not limited to, its
        responsibility to make P&I Advances if the Master Servicer fails to make
        a P&I Advance, 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 that, if determined adversely
        to the Trustee, 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.

                 (vii) Any consent, approval, authorization or order of any
        court or governmental agency or body required for the execution,
        delivery and performance by the Trustee of or compliance by the Trustee
        with this Agreement, or the consummation of the transactions
        contemplated by this Agreement, has been obtained and is effective,
        except where the lack of consent, approval, authorization or order would
        not have a material adverse effect on the performance by the Trustee
        under this Agreement.

                 (viii) The Trustee is eligible to act as trustee hereunder in
        accordance with Section 8.06.

        (b) The representations and warranties of the Trustee set forth in
Section 8.16(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

        (c) Any successor Trustee shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 8.16(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.16(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

                                   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 Depositor, the Master Servicer,
the Special Servicer and the Trustee (other than the obligations of the Trustee
to provide for and make payments to Certificateholders as hereafter set forth)
shall terminate upon payment (or provision for payment): (i) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (A) the purchase by the Depositor, any Mortgage Loan Seller, the
Special Servicer, any Controlling Class Certificateholder or the Master Servicer
of all Mortgage Loans and each REO Property (or beneficial interest in an "REO
Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC at a
price equal to (1) the sum (x) of the aggregate Purchase Price of all the
Mortgage Loans and (y) the aggregate Appraised Values of any REO Properties then
included in the Lower-Tier REMIC (or beneficial interest in an "REO Property"
under an applicable Lead PSA), minus (2) if the purchaser is the Master Servicer
or the Special Servicer, the aggregate amount of unreimbursed Advances made by
such Person, together with any interest accrued and payable to such Person in
respect of unreimbursed Advances in accordance with Section 3.12(b) and, in the
case of the Master Servicer, Section 4.03(d) or Section 4.03A(d), and any unpaid
servicing compensation remaining outstanding (which items shall be deemed to
have been paid or reimbursed to the Master Servicer or the Special Servicer, as
the case may be, in connection with such purchase), and (B) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property (or beneficial interest in an "REO Property" under an
applicable Lead PSA) remaining in the Lower-Tier REMIC; and (ii) to the Trustee,
the Master Servicer, the Special Servicer and the members, managers, officers,
directors, employees and/or agents of each of them of all amounts which may have
become due and owing to any of them hereunder; 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, living on the
date hereof.

        Each of the Depositor, Greenwich Capital Financial Products, Inc., the
Special Servicer, any Controlling Class Certificateholder (with priority among
such Holders being given to the Holder of Certificates representing the greatest
Percentage Interest in the Controlling Class) or the Master Servicer, in that
order of priority (with the Depositor having the most senior priority), may at
its option elect to purchase all of the Mortgage Loans and each REO Property (or
beneficial interest in an "REO Property" under an applicable Lead PSA) remaining
in the Lower-Tier REMIC as contemplated by clause (i) of the preceding paragraph
by giving written notice to the other parties hereto no later than 60 days prior
to the anticipated date of purchase; provided, however, that (i) the aggregate
Stated Principal Balance of the Mortgage Loans at the time of such election is
less than 1% of the Initial Trust Balance set forth in the Preliminary
Statement, and (ii) no such Person shall have the right to effect such a
purchase if, within 30 days following its delivery of a notice of election
pursuant to this paragraph, any other such Person with a higher priority shall
give notice of its election to purchase all of the Mortgage Loans and each REO
Property (or beneficial interest in an "REO Property" under an applicable Lead
PSA) remaining in the Lower-Tier REMIC and shall thereafter effect such purchase
in accordance with the terms hereof. If the Trust Fund is to be terminated in
connection with the Master Servicer's, the Special Servicer's, a Controlling
Class Certificateholder's or the Depositor's purchase of all of the Mortgage
Loans and each REO Property (or beneficial interest in an "REO Property" under
an applicable Lead PSA) remaining in the Lower-Tier REMIC, the Master Servicer,
the Special Servicer, such Controlling Class Certificateholder or the Depositor,
as applicable, shall deliver to the Trustee not later than the fifth Business
Day preceding the Distribution Date on which the final distribution on the
Certificates is to occur: (x) for deposit in the Pool Custodial Account, an
amount in immediately available funds equal to the above-described purchase
price (provided, however, that if the Loan Group REO Properties are being
purchased pursuant to the foregoing, the portion of the above-described purchase
price allocable to such REO Property (or beneficial interest in an "REO
Property" under an applicable Lead PSA) shall initially be deposited into the
related Loan Group Custodial Account); and (y) an Opinion of Counsel, at the
expense of the party effecting the purchase, stating that the termination of the
Trust satisfies the requirements of a qualified liquidation under Section 860F
of the Code and any regulations thereunder. In addition, the Master Servicer
shall transfer to the Distribution Account all amounts required to be
transferred thereto on such Loan Group Remittance Date from the Pool Custodial
Account or from the applicable Loan Group Custodial Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Pool Custodial Account or the applicable Loan Group Custodial Account
that would otherwise be held for future distribution. Upon confirmation that
such final deposits have been made, subject to Section 3.26, the Trustee shall
release or cause to be released to the Master Servicer, the Special Servicer,
the purchasing Controlling Class Certificateholder or the Depositor, as
applicable, the Mortgage Files and the Servicing 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
purchasing Controlling Class Certificateholder or the Depositor, as applicable,
as shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties to the Master Servicer, the Special Servicer, the purchasing
Controlling Class Certificateholder or the Depositor (or their respective
designees), as applicable. Any transfer of Mortgage Loans, except in the case of
the Serviced Loan Group Trust Mortgage Loans, pursuant to this paragraph shall
be on a servicing-released basis; and, if any Mortgage Loan purchased pursuant
to this Section 9.01 is a Serviced Loan Group Trust Mortgage Loan, the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.26
hereof.

        Following the date on which the aggregate Certificate Principal Balance
of the Registered Certificates is reduced to zero and the then outstanding
Certificates (excluding the Residual Interest Certificates) are held by a single
Certificateholder, such sole remaining Certificateholder (the "Sole
Certificateholder") shall have the right, with the consent of the Master
Servicer (acting in its sole discretion), to exchange all of its Certificates
for all of the Mortgage Loans and each REO Property (or beneficial interest in
an "REO Property" under an applicable Lead PSA) remaining in the Trust Fund as
contemplated by clause (ii)(B) of the first paragraph of this Section 9.01(a),
by giving written notice to all the parties hereto and the Companion Loan
Noteholders no later than 60 days prior to the anticipated date of exchange;
provided that no such exchange may occur if any of the remaining REO Properties
(or beneficial interest in an "REO Property" under an applicable Lead PSA)
relates to a Loan Group. Such Sole Certificateholder, not later than the fifth
Business Day preceding the Distribution Date on which the final distribution on
the Certificates is to occur, shall (i) deposit in the applicable Custodial
Account an amount in immediately available funds equal to all amounts then due
and owing to the Depositor, the Master Servicer, the Special Servicer and the
Trustee pursuant to Section 3.05(a) or Section 3.05A, as applicable, or that may
be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only
to the extent that such amounts are not already on deposit in such Custodial
Account and (ii) pay to the Trustee for its benefit an amount, in immediately
available funds, equal to $5,000 (five thousand dollars). In addition, the
Master Servicer shall transfer to the Distribution Account all amounts required
to be transferred thereto on the related Master Servicer Remittance Date from
the Pool Custodial Account pursuant to the first paragraph of Section 3.04(b).
Upon confirmation that such final deposits have been made and following the
surrender of all the Certificates on the final Distribution Date, the Trustee
shall release or cause to be released to such Sole Certificateholder or any
designee thereof, the Mortgage Files for the remaining Mortgage Loans and REO
Properties (or beneficial interest in an "REO Property" under an applicable Lead
PSA) and shall execute all assignments, endorsements and other instruments
furnished to it by such Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties (or beneficial interest in an
"REO Property" under an applicable Lead PSA) remaining in the Trust Fund.
Thereafter, the Trust Fund and the respective obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer
and the Trustee (other than maintenance of books and records and the preparation
and filing of final tax returns) shall terminate. Any transfer of the Mortgage
Loans, except in the case of Loan Group Trust Mortgage Loans, pursuant to this
paragraph shall be on a servicing released basis; and the release, endorsement
or assignment of the documents constituting the related Mortgage File and
Servicing File shall be in the manner contemplated by Section 3.26. For federal
income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of the Trust Fund for an amount equal to the unpaid
principal balance, plus accrued unpaid interest of the Mortgage Loans and the
fair market value of any defaulted Mortgage Loans or REO Property (or beneficial
interest in an "REO Property" under an applicable Lead PSA), without duplication
of amounts deposited pursuant to the fourth preceding sentence of this
paragraph, and such amounts shall be deemed to have been paid or distributed in
accordance with Section 4.01.

        For purposes of this Section 9.01 and Section 9.02 and any Loan Group,
(i) references to purchase of an REO Property or Properties shall mean purchase
of the Trust Fund's interest in such REO Property or Properties and (ii) the
Appraised Value of any REO Property refers to the Appraised Value of the Trust
Fund's interest in such REO Property, which (1) in the case of a Loan Group that
does not have any Pari Passu Companion Loans shall mean the lesser of (x) the
Purchase Price of the related REO Mortgage Loan and (y) the Appraised Value of
such REO Property and (2) with respect to a Loan Group comprised of one or more
Pari Passu Companion Loans shall mean the lesser of (x) the Purchase Price of
the related REO Mortgage Loan and (y) the Trust Fund's proportionate share of
the Appraised Value of such REO Property without taking into account the
interest of any related Subordinate Companion Loan.

        Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Companion Loan Noteholders mailed (a) if
such notice is given in connection with the Depositor's, the Master Servicer's,
the Special Servicer's or a Controlling Class Certificateholder's purchase of
the Mortgage Loans and each REO Property (or beneficial interest in an REO
Property under an applicable Lead PSA) remaining in the Lower-Tier REMIC, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates or (b)
otherwise during the month of such final distribution on or before the eighth
day of 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. The Trustee
shall give such notice to the Master Servicer, the Special Servicer and the
Depositor at the time such notice is given to Certificateholders.

        Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account that are allocable to payments on the Class
of Certificates so presented and surrendered. Amounts on deposit in the
Distribution Account as of the final Distribution Date, exclusive of any portion
thereof that would be payable to any Person in accordance with clauses (ii)
through (viii) of Section 3.05(b), and further exclusive of any portion thereof
that represents Prepayment Premiums and/or Yield Maintenance Charges, shall be
allocated in the order of priority set forth in Section 4.01(a), in each case to
the extent of remaining available funds.

        Any Prepayment Premiums and Yield Maintenance Charges on deposit in the
Distribution Account as of the final Distribution Date (net of any Workout Fees
and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the Class XP, Class XC, Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates in accordance with
Section 4.01(b).

        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 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable 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 former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-II Certificateholders all unclaimed funds and other assets which
remain subject hereto.

        All actual distributions on the respective Classes of Certificates on
the final Distribution Date in accordance with foregoing provisions of this
Section 9.01 shall be deemed to have been distributed first from the Lower-Tier
REMIC to the Upper-Tier REMIC in accordance with Section 4.01(h).

        Section 9.02         Additional Termination Requirements.

        (a) If the Depositor, any Controlling Class Certificateholder, the
Special Servicer or the Master Servicer purchases all of the Mortgage Loans and
each REO Property (or beneficial interest in an "REO Property" under an
applicable Lead PSA) remaining in the Lower-Tier REMIC as provided in Section
9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in
accordance with the following additional requirements, unless the Person
effecting such purchase obtains at its own expense and delivers to the Trustee
and the Tax Administrator, an Opinion of Counsel, addressed to the Trustee and
the Tax Administrator, to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 9.02 will not result in an Adverse
REMIC Event or an Adverse Grantor Trust Event:

                 (i) the Tax Administrator shall specify the first day in the
        90-day liquidation period in a statement attached to the final Tax
        Return for each REMIC Pool pursuant to Treasury Regulations Section
        1.860F-1 and shall satisfy all requirements of a qualified liquidation
        under Section 860F of the Code and any regulations thereunder as set
        forth in the Opinion of Counsel obtained pursuant to Section 9.01 from
        the party effecting the purchase of all the Mortgage Loans and REO
        Property (or beneficial interest in an "REO Property" under an
        applicable Lead PSA) remaining in the Lower-Tier REMIC;

                 (ii) during such 90-day liquidation period and at or prior to
        the time of making of the final payment on the Certificates, the Trustee
        shall sell all of the assets of the Lower-Tier REMIC to the Master
        Servicer, the purchasing Controlling Class Certificateholder, the
        Special Servicer or the Depositor, as applicable, for cash; and

                 (iii) at the time of the making of the final payment on the
        Certificates, the Trustee shall distribute or credit, or cause to be
        distributed or credited, to the Certificateholders in accordance with
        Section 9.01 all cash on hand (other than cash retained to meet claims),
        and each REMIC Pool shall terminate at that time.

        (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each REMIC Pool, which authorization shall be binding upon all
successor Certificateholders.

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

        Section 10.01        REMIC Administration.

        (a) The Tax Administrator shall elect to treat each REMIC Pool as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.

        (b) The Uncertificated Lower-Tier Interests and the Regular Interest
Certificates are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in the Lower-Tier REMIC and the Upper-Tier
REMIC, respectively. The Class R-I Certificates and the Class R-II Certificates
are hereby designated as the single class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code) in the Lower-Tier REMIC and the
Upper-Tier REMIC, respectively. None of the Master Servicer, the Special
Servicer or the Trustee shall (to the extent within its control) permit the
creation of any other "interests" in the Lower-Tier REMIC or the Upper-Tier
REMIC (within the meaning of Treasury regulation Section 1.860D-1(b)(1)).

        (c) The Closing Date is hereby designated as the "startup day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

        (d) The related Plurality Residual Interest Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
REMIC Pool, and shall act on behalf of the related REMIC in relation to any tax
matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

        (e) For purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),
the Rated Final Distribution Date is hereby designated the "latest possible
maturity date" of each Class of Regular Interest Certificates and its
Corresponding Uncertificated Lower-Tier Interest or Interests.

        (f) Except as otherwise provided in Section 3.18(a) and subsections (i)
and (j) below, the Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
each REMIC Pool (but not including any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to the Trust
Fund that involve the IRS or state tax authorities which extraordinary expenses
shall be payable or reimbursable to the Tax Administrator from the Trust Fund
(exclusive of the Grantor Trust Assets), unless otherwise provided in Section
10.01(i) or 10.01(j)).

        (g) Within 30 days after the Closing Date, the Tax Administrator shall
obtain a taxpayer identification number on Form SS-4 for each REMIC Pool and
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

        (h) The Tax Administrator shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of each
such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) 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 as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.

        (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause either REMIC Pool to take) any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of either REMIC Pool as
a REMIC, or (ii) except as provided in Section 3.18(a), result in the imposition
of a tax upon either REMIC Pool (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) or result
in the imposition of a tax on "net income from foreclosure property" as defined
in Section 860G(c) of the Code (any such endangerment of REMIC status or, except
as provided in Section 3.18(a), imposition of a tax, an "Adverse REMIC Event"),
unless the Tax Administrator has obtained or received an Opinion of Counsel (at
the expense of the party requesting such action or at the expense of the Trust
Fund if the Tax Administrator seeks to take such action or to refrain from
acting for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse REMIC Event or Adverse Grantor
Trust Event. None of the other parties hereto shall take any action or fail to
take any action (whether or not authorized hereunder) as to which the Tax
Administrator has advised it in writing that the Tax Administrator has received
or obtained an Opinion of Counsel to the effect that an Adverse REMIC Event or
Adverse Grantor Trust Event could result from such action or failure to act. In
addition, prior to taking any action with respect to either REMIC Pool or the
Grantor Trust, or causing either REMIC Pool or the Grantor Trust to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the Tax
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event or Adverse Grantor Trust Event. The Tax
Administrator 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 permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund or the
Trustee. At all times as may be required by the Code, the Tax Administrator
shall make reasonable efforts to ensure that substantially all of the assets of
each REMIC Pool will consist of "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.

        (j) If any tax is imposed on either REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to either REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.18(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; or (v) the Trust Fund in all other instances. Any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.18(a)
shall be charged to and paid by the Trust Fund. Any such amounts payable by the
Trust Fund shall be paid by the Trustee upon the written direction of the Tax
Administrator out of amounts on deposit in the Distribution Account in reduction
of the Available Distribution Amount pursuant to Section 3.05(b).

        (k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.

        (l) Following the Startup Day, none of the Trustee, the Master Servicer
and the Special Servicer shall accept any contributions of assets to either
REMIC Pool unless it shall have received an Opinion of Counsel (at the expense
of the party seeking to cause such contribution and in no event at the expense
of the Trust Fund or the Trustee) to the effect that the inclusion of such
assets in such REMIC Pool will not cause: (i) such REMIC Pool to fail to qualify
as a REMIC at any time that any Certificates are outstanding; or (ii) the
imposition of any tax on such REMIC Pool under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

        (m) None of the Trustee, the Master Servicer and the Special Servicer
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any of the Mortgage Loans (except in
connection with (A) the default or reasonably foreseeable material default of a
Mortgage Loan, including, but not limited to, the sale or other disposition of a
Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy
of either REMIC Pool, (C) the termination of either REMIC Pool pursuant to
Article IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or
as contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Pool Custodial Account or the Pool REO
Account for gain; or (iii) the acquisition of any assets for either REMIC Pool
(other than a Mortgaged Property acquired through foreclosure, deed in lieu of
foreclosure or otherwise in respect of a defaulted Mortgage Loan and other than
Permitted Investments acquired in connection with the investment of funds in the
Pool Custodial Account or the Pool REO Account); in any event unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, or acquisition but in no event at the expense of the
Trust Fund or the Trustee) to the effect that such sale, disposition, or
acquisition will not cause: (x) either REMIC Pool to fail to qualify as a REMIC
at any time that any Certificates are outstanding; or (y) the imposition of any
tax on either REMIC Pool under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

        (n) Except as permitted by Section 3.18(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which either REMIC Pool will receive a fee or other compensation for services
nor permit either REMIC Pool 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.

                                   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; provided, however, that the reports (or substantially similar
reports) required to be delivered pursuant to Section 11.09 and Section 11.11
will continue to be required regardless of any repeal of Regulation AB. The
Depositor shall not exercise its rights to request delivery of information or
other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act and the
Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made
by the Depositor in good faith for delivery of information under these
provisions on the basis of such evolving interpretations of Regulation AB. In
connection with the Commercial Mortgage Trust 20[__]-[_], Commercial Mortgage
Pass-Through Certificates, Series 20[__]-[_], each of the Master Servicer, the
Special Servicer and the Trustee shall cooperate fully with the Depositor and
the Trustee, as applicable, to deliver to the Depositor (including any of its
assignees or designees), any and all statements, reports, certifications,
records and any other information in its possession or reasonably available to
it and necessary in the reasonable good faith determination of the Depositor or
the Trustee, 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 and the Trustee, as applicable, and any
Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the
Depositor to be necessary in order to effect such compliance.

        Section 11.02        Succession; Subcontractors.(a) (a) For so long as
the Trust is subject to the reporting requirements of the Exchange Act (in
additional to any requirements contained in Section 10.07) in connection with
the succession to the Master Servicer and Special Servicer or any Sub-Servicer
as servicer or sub-servicer (to the extent such sub-servicer is a Servicer as
contemplated by Item 1108(a)(2) of Regulation AB) 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 such Sub-Servicer,
the Master Servicer and Special Servicer shall provide to the Depositor, at
least 5 calendar days prior to the effective date of such succession or
appointment as long as such disclosure prior to such effective date would not be
violative of any applicable law or confidentiality agreement, otherwise no later
than one (1) Business Day after such effective date of succession, (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
relating to such successor servicer 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
and the Trustee (each of the Master Servicer, the Special Servicer and the
Trustee and each Sub-Servicer, for purposes of this paragraph and the following
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
that is a Servicing Function Participant utilized by such Servicer, specifying
(i) the identity of each Subcontractor and (ii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each
Subcontractor. Each Servicer shall use commercially reasonable efforts to cause
any Subcontractor determined to be a Servicing Function Participant used by such
Servicer for the benefit of the Depositor to comply with the provisions of
Section 10.10 and Section 10.11 of this Agreement to the same extent as if such
Subcontractor were such Servicer. Such Servicer shall use commercially
reasonable efforts to (other than as to Sub-Servicers on Exhibit T that the
Master Servicer must retain) obtain 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 10.10 and Section 10.11, in each case, as and when required to be
delivered.

        (c) For so long as the Trust is subject to the reporting requirements of
the Exchange Act, 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 such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or
(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), (ii) or
(iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, and 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 (other than such agreements set forth on Exhibit T
hereto) shall be effective until 10 Business Days after such written notice is
received by the Depositor and the Trustee. Such notice shall contain all
information reasonably necessary to enable the Trustee to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 (if such
reports under the Exchange Act are required to be filed under the Exchange Act).

        (d) In connection with 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 10 Business Days prior to the
effective date of such succession or appointment (or if such prior notice would
be violative of applicable law or any applicable confidentiality agreement, no
later than one (1) Business Day after such effective date of succession) and
shall furnish pursuant to Section 11.07 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, the event
under Item 6.02 of Form 8-K pursuant to Section 10.07 (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 and the Trustee shall reasonably cooperate with the Depositor
in connection with the satisfaction of the Trust's reporting requirements under
the Exchange Act. Pursuant to Sections 11.04, 11.05 and 11.07, the Trustee shall
prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by
the Exchange Act, in order to permit the timely filing thereof, and the Trustee
shall file (via the Commission's Electronic Data Gathering and Retrieval System)
such Forms executed by the Depositor.

        (b) In the event that the Trustee 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 Trustee will promptly as soon as practicable or maybe
twenty-four (24) hours after determination notify the Depositor. In the case of
Forms 10-D and 10-K, the Depositor and the Trustee will thereupon cooperate to
prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Trustee will, upon receipt of all required Form 8-K Disclosure Information,
include such disclosure information on the next succeeding Form 10-D to be filed
for the Trust. In the event that any previously filed Form 8-K or Form 10-K
needs to be amended, the Trustee will notify the Depositor, and such other
parties as needed and the parties hereto will cooperate with the Trustee to
prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any
previously filed Form 10-D needs to be amended, the Trustee shall notify the
Depositor, and such other parties as needed, and the parties hereto shall
cooperate to prepare any necessary Form 10-D/A. 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 parties to this Agreement acknowledge that the performance by
the Trustee of its duties under this Section 11.03 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 such parties observing all applicable
deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05,
11.06, 11.07, 11.08, 11.09, 11.10 and 11.11. The Trustee shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any such
Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K,
where such failure results from the Trustee's inability or failure to 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
Trustee 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
Trustee 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, pursuant to the following paragraph, be reported
by the parties set forth on Exhibit P to the Depositor and the Trustee and
approved by the Depositor, and the Trustee will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D
Disclosure absent such reporting, direction and approval.

        For so long as the Trust is subject to the reporting requirements of the
Exchange Act, within 5 calendar days after the related Distribution Date, (i)
certain parties to this Agreement, as set forth on Exhibit P hereto, shall be
required to provide to the Trustee and the Depositor, to the extent a Servicing
Officer or responsible officer thereof has knowledge thereof, in
EDGAR-compatible format (to the extent available to such party in such format),
or in such other format as otherwise agreed upon by the Trustee and the
Depositor and such parties, the form and substance of the Additional Form 10-D
Disclosure, if applicable, (ii) the parties listed on Exhibit P hereto shall
include with such Additional Form 10-D Disclosure as set forth on Exhibit P, an
Additional Disclosure Notification in the form attached hereto as Exhibit S and
(iii) the Depositor shall approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 10-D Disclosure on Form
10-D. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit P of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any
reasonable fees assessed or expenses incurred by the Trustee in connection with
including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.

        (b) After preparing the Form 10-D, the Trustee shall forward
electronically a copy of the Form 10-D to the Depositor for review. Within two
Business Days after receipt of such copy, but no later than the [9th] calendar
day after the related Distribution Date or, if the [9th] calendar day after the
related Distribution Date is not a Business Day, the immediately preceding
Business Day, the Depositor shall notify the Trustee in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-D.
Within two Business Days after receipt of such copy, but no later than 2
Business Days prior to the 15th 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 Trustee. If a Form 10-D cannot be filed
on time or if a previously filed Form 10-D needs to be amended, the Trustee will
follow the procedures set forth in Section 11.03(b). Promptly after filing with
the Commission, the Trustee 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 [__________], telecopy number: [_________], with a copy to
[__________], telecopy number: [________]. The parties to this Agreement
acknowledge that the performance by the Trustee of its duties under this Section
11.04 related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their
duties under this Section 11.04. The Trustee shall have no liability for any
loss, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file such Form 10-D, where
such failure results from the Trustee's inability or failure to receive, on a
timely basis, any information from any party to this Agreement 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 March [____], the
Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the
Trustee within the applicable time frames set forth in this Agreement:

                 (i) an annual compliance statement for each Certifying Servicer
        and each Additional Servicer engaged by the Master Servicer or the
        Special Servicer, as described under Section 11.09,

                 (ii) (A) the annual reports on assessment of compliance with
        Servicing Criteria for each Reporting Servicer, 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 each Reporting Servicer, 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 M,
        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, pursuant to the following paragraph, be reported by the parties set forth
on Exhibit Q to the Depositor and the Trustee and approved by the Depositor, and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval.

        For so long as the Trust is subject to the reporting requirements of the
Exchange Act, no later than March 1, commencing in March [____], (i) the parties
listed on Exhibit V hereto shall be required to provide to the Trustee and the
Depositor, to the extent a servicing officer or, in the case of the Trustee, a
responsible officer, as the case may be, such applicable parties has actual
knowledge, in EDGAR-compatible format (to the extent available to such party in
such format) or in such other format as otherwise agreed upon by the Trustee and
the Depositor and such providing parties, the form and substance of any
Additional Form 10-K Disclosure described on Exhibit Q applicable to such party,
(ii) the parties listed on Exhibit Q hereto shall include with such Additional
Form 10-K Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit S, and (iii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit Q of
their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-K Disclosure information. The Depositor will be
responsible for any reasonable fees assessed and expenses incurred by the
Trustee in connection with including any Additional Form 10-K Disclosure on Form
10-K pursuant to this paragraph.

        After preparing the Form 10-K, the Trustee shall forward electronically
a copy of the Form 10-K to the Depositor for review no later than 6 Business
Days prior to the 10-K Filing Deadline. Within three Business Days after receipt
of such copy, but no later than March 25th, the Depositor shall notify the
Trustee in writing (which may be furnished electronically) of any changes or
approval to such Form 10-K. No later than 5:00 EST on the fourth 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 Trustee. If a
Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Trustee will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Trustee 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 [__________], telecopy number: [_________],
with a copy to [__________], telecopy number: [________]. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 11.05 related to the timely preparation and filing of Form 10-K is
contingent upon the parties to this Agreement (and any Additional Servicer or
Servicing Function Participant engaged or utilized, as applicable, by any such
parties) observing all applicable deadlines in the performance of their duties
under this Section 11.05. The Trustee shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 10-K, where such
failure results from the Trustee's inability or failure or receive, on a timely
basis, any information from the parties to this Agreement (or any Sub-Servicer
or Servicing Function Participant engaged by any such parties) 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 M
required to be included therewith pursuant to the Sarbanes-Oxley Act. The
Trustee, the Master Servicer and the Special Servicer shall, and each such party
shall use commercially reasonable efforts to 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 N-1, N-2 or N-3, as applicable (the "Performance
Certification"), on which the Certifying Person, the entity for which the
Certifying Person acts as an officer, 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 (an "Other
Securitization"), each Reporting Servicer shall provide to the Person who signs
the Sarbanes-Oxley back-up certification with respect to an Other Securitization
a certification (which shall address the matters contained in the Sarbanes-Oxley
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 the Other Pooling Agreement, the Master Servicer will use commercially
reasonable efforts to procure a Sarbanes-Oxley back-up certification similar in
form and substance to the applicable Performance Certification from the Other
Master Servicer, the Other Special Servicer, the Other Paying Agent and the
Other Trustee. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust and may be contacted
at [ ]. 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 Trustee
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, pursuant to the following
paragraph be reported by the parties set forth on Exhibit R to the Depositor and
the Trustee and approved by the Depositor, and the Trustee 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, absent such reporting, direction and
approval.

        For so long as the Trust is subject to the reporting requirements of the
Exchange Act reporting requirements, to the extent a servicing officer thereof
has actual knowledge of such event, no later than Noon (New York City time) on
the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit R hereto shall be required to provide to the Depositor and
the Trustee, to the extent known by such applicable parties, in EDGAR-compatible
format (to the extent available to such party in such format) or in such other
format as otherwise agreed upon by the Depositor, the Trustee and such providing
parties any Form 8-K Disclosure Information described on Exhibit R as applicable
to such party, if applicable (ii) the parties listed on Exhibit R hereto shall
include with such Additional Form 8-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit S, and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Form 8-K Disclosure Information on Form 8-K. The Trustee has no
duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit R of their duties under this paragraph or proactively solicit
or procure from such parties any Form 8-K Disclosure Information. The Depositor
will be responsible for any reasonable fees assessed or expenses incurred by the
Trustee in connection with including any Form 8-K Disclosure Information on Form
8-K pursuant to this paragraph.

        After preparing the Form 8-K, the Trustee shall forward electronically a
copy of the Form 8-K to the Depositor for review no later than 12:00 P.M. (New
York City time) on the 3rd Business Day after the Reportable Event (but in no
event earlier than 24 hours after having received approved Form 8-K Disclosure
Information pursuant to the immediately preceding paragraph). Promptly, but no
later than the close of business on the third Business Day after the Reportable
Event, the Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K. No later than
noon on the 4th Business Day after the Reportable Event, a duly authorized
representative 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 Trustee. If a Form 8-K cannot be filed on time
or if a previously filed Form 8-K needs to be amended, the Trustee will follow
the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Trustee will, make available on its internet website a final
executed copy of each Form 8-K, to the extent such Form 8-K has been prepared
and filed by the Trustee. The signing party at the Depositor can be contacted at
[__________], telecopy number: [_________], with a copy to [__________],
telecopy number: [________]. The parties to this Agreement acknowledge that the
performance by the Trustee of its duties under this Section 11.07 related to the
timely preparation and filing of Form 8-K is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this
Section 11.07. The Trustee 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 Trustee's
inability or failure or receive, on a timely basis, any information from the
parties to this Agreement needed to prepare, arrange for execution or file such
Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.

        Section 11.08        Form 15 Filing. On or before January 30 of the
first year in which the Trustee is able to do so under applicable law, the
Trustee shall prepare and file a Form 15 Suspension and Notification relating to
the automatic suspension of reporting in respect of the Trust under the Exchange
Act. If at the beginning of any fiscal year for the Trust occurring 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
Trustee 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;
provided that if the Trustee recommences the preparing and filing of Exchange
Act reports, it may, as soon as permitted by the Exchange Act, file another Form
15 Suspension Notification.

        Section 11.09        Annual Compliance Statements. The Master Servicer,
the Special Servicer and the Trustee shall, and the Master Servicer or Special
Servicer shall use commercially reasonable efforts to cause each Additional
Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans to (each a "Certifying Servicer"), deliver to the Depositor
and the Trustee on or before March 15 of each year, commencing in March [____],
an Officer's Certificate stating, as to the signer thereof, that (A) a review of
such Certifying Servicer's activities during the preceding calendar year or
portion thereof and of such Certifying Servicer's performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such
officer's supervision and (B) to the best of such officer's knowledge, based on
such review, such Certifying Servicer has fulfilled all its obligations under
this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, in all material respects
throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. The Master
Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to 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 may review each such Officer's
Certificate and, if applicable, consult with the Certifying Servicer, as
applicable, as to the nature of any failures by such Certifying Servicer,
respectively, or any related Additional Servicer with which the Master Servicer,
the Special Servicer or the Trustee, as applicable, has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any
Certifying Servicer's obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of each Certifying
Servicer under this Section apply to each Certifying Servicer that serviced a
Mortgage Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer's Certificate is
required to be delivered. None of the Certifying Servicers or any Additional
Servicer or any Servicing Function Participant shall be required to deliver, or
to endeavor to cause the delivery of, any such Officer's Certificate until April
15, in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Trust
from the preceding calendar year. No Reporting Servicer shall be required to
cause the delivery of any such assessments until April 15 in any given year so
long as it has received written confirmation from the Depositor that a report on
Form 10-K is not required to be filed in respect of the Trust for the preceding
calendar year.

        Section 11.10        Annual Reports on Assessment of Compliance with
Servicing Criteria. (a) On or before March 1 of each year (subject to a grace
period through March 15), commencing in March [____], the Master Servicer, the
Special Servicer and the Trustee, each at its own expense, shall furnish, and
the Master Servicer and Special Servicer shall use commercially reasonable
efforts to cause each Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans to furnish
(each Master Servicer, the Special Servicer, the Trustee and any Servicing
Function Participant, as the case may be, a "Reporting Servicer"), to the
Trustee and the Depositor, a report on an assessment of compliance with the
Relevant Servicing Criteria that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such Reporting Servicer used the
Servicing Criteria to assess compliance with the Relevant Servicing Criteria,
(C) such Reporting Servicer's assessment of compliance with the Relevant
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
Relevant 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 Relevant 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
Relevant Servicing Criteria specified on a certification substantially in the
form of Exhibit O hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each
such report and, if applicable, consult with the each Reporting Servicer as to
the nature of any material instance of noncompliance with the Relevant Servicing
Criteria, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit O and notify the Depositor of any exceptions.

        (b) 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 Servicing Function Participant utilized by it, and the
Trustee 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 and the Trustee submit their assessments pursuant to Section
11.10(a), the Master Servicer, the Special Servicer and the Trustee, 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 March 1 (subject to a grace period through March 15) of
each year, commencing in March [____], the Master Servicer, the Special Servicer
and the Trustee, each at its own expense, shall use commercially reasonable
efforts to cause and the Master Servicer, the Special Servicer and the Trustee
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 or the applicable Servicing Function
Participant, as the case may be) and that is a member of the American Institute
of Certified Public Accountants to furnish a report to the Trustee and the
Depositor, with a copy to the Rating Agencies and the Directing
Certificateholder (in the case of the Master Servicer and the Special Servicer),
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 Relevant Servicing
Criteria and (ii) on the basis of an examination conducted by such firm in
accordance with standards for attestation engagements issued or adopted by the
PCAOB, it is expressing an opinion as to whether such Reporting Servicer's
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it is not expressing an overall opinion regarding such
Reporting Servicer's assessment of compliance with the Relevant Servicing
Criteria. In the event that an overall opinion cannot be expressed, such
registered public accounting firm shall state in such report why it was unable
to express such an opinion. 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 or any Servicing Function Participant, (i) the
Depositor may review the report and, if applicable, consult with the Master
Servicer, the Special Servicer or the Trustee 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 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 and the Trustee 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 or the Trustee, 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 or the Trustee in the performance of such obligations.

        The Master Servicer and the Special Servicer shall use commercially
reasonable efforts to 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 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 use commercially reasonable efforts
to 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 12.07 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 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.

        Section 11.14        Regulation AB Notices. With respect to any notice
required to be delivered by the Trustee to the Depositor pursuant to this
Article XI, the Trustee may deliver such notice, notwithstanding any contrary
provision in Section 11.04, via facsimile to [ ]-[ ]-[ ], via email to [ ]
and/or telephonically by calling [ ] at [ ]-[ ]-[ ].

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

        Section 12.01        Amendment.

        (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or the Companion Loan Noteholders, (i) to cure any ambiguity,
(ii) to correct, modify or supplement any provision herein which may be
inconsistent with any other provision herein or with the description thereof in
the Prospectus or the Prospectus Supplement, (iii) to add any other provisions
with respect to matters or questions arising hereunder which shall not be
inconsistent with the existing provisions hereof, (iv) to relax or eliminate any
requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or
eliminated, (v) to relax or eliminate any requirement imposed by the Securities
Act or the rules thereunder if the Securities Act or those rules are amended or
clarified so as to allow for the relaxation or elimination of that requirement;
(vi) as evidenced by an Opinion of Counsel delivered to the Master Servicer, the
Special Servicer and the Trustee, either (A) to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to either of
the REMIC Pools or the Grantor Trust at least from the effective date of such
amendment, or (B) to avoid the occurrence of a prohibited transaction or to
reduce the incidence of any tax that would arise from any actions taken with
respect to the operation of either REMIC Pool or the Grantor Trust; or (vii) as
provided in Section 5.02(d)(iv) to modify, add to or eliminate any of the
provisions of Section 5.02(d)(i), (ii) or (iii); (viii), to otherwise modify or
delete existing provisions of this Agreement; provided that such amendment
(other than any amendment for any of the specific purposes described in clauses
(i), (ii), (iv), (v), (vi) and (vii) above) shall not adversely affect in any
material respect the interests of any Certificateholder or the Companion Loan
Noteholders, as evidenced by either an Opinion of Counsel delivered to the
Trustee and each other party hereto to such effect or, in the case of a Class of
Certificates or a Class of Companion Loan Securities to which a rating has been
assigned by one or more Rating Agencies, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to such Class of Certificates or Companion
Loan Securities; and provided, further, that such amendment shall not
significantly change the activities of the Trust; and provided, further, that no
amendment may be made that changes in any manner the obligations or rights of
any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the
consent of the affected Mortgage Loan Seller.

        (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Loans 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 the Companion Loan Noteholders, without
the consent of the affected Companion Loan Noteholders, (ii) adversely affect in
any material respect the interests of the Holders of any Class of Certificates
or the interests of the Companion Loan Noteholders in a manner other than as
described in the immediately preceding clause (i) without the consent of the
Holders of all Certificates of such Class or the consent of the affected
Companion Loan Noteholders, as the case may be, (iii) significantly change the
activities of the Trust without the consent of the Holders of Certificates
entitled to 51% of all the Voting Rights (without regard to Certificates held by
the Depositor or any of the Depositor's Affiliates and/or agents), (iv) modify
the provisions of this Section 12.01, without the consent of the Holders of all
Certificates then outstanding and the consent of the affected Companion Loan
Noteholders, (v) modify the provisions of Section 3.21 or the Servicing
Standard, without the consent of the Holders of all Regular Interest
Certificates then outstanding and the consent of the Companion Loan Noteholders,
or (vi) modify the specified percentage of Voting Rights which are required to
be held by Certificateholders to consent or not to object to any particular
action pursuant to any provision of this Agreement without the consent of the
Holders of all Certificates then outstanding or modify the rights of the
Companion Loan Noteholders to consent or not object to any particular action
pursuant to any provision of this Agreement without the consent of all affected
Companion Loan Noteholders. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 12.01(b), Certificates registered in the name of any party hereto
or any Affiliate thereof shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such
Certificates, so long as the subject amendment does not relate to increasing its
rights or reducing or limiting its obligations hereunder as a party to this
Agreement.

        (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the party seeking such amendment) addressed to the Trustee and each other
party hereto, to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on
either REMIC Pool pursuant to the REMIC Provisions, cause either REMIC Pool to
fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a
grantor trust within the meaning of the Grantor Trust Provisions and (ii) such
amendment complies in all material respects with the provisions of this Section
12.01.

        (d) Promptly after the execution of any such amendment, the Trustee
shall send electronically (and make available on its website) a copy thereof to
each Certificateholder and the Companion Loan Noteholders.

        (e) It shall not be necessary for the consent of Certificateholders or
the affected Companion Loan Noteholders 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 or the affected Companion Loan Noteholders shall be subject
to such reasonable regulations as the Trustee may prescribe.

        (f) Each of the Master Servicer, the Special Servicer and the Trustee
may but shall not be obligated to enter into any amendment pursuant to this
Section that affects its rights, duties and immunities under this Agreement or
otherwise.

        (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 12.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 12.01(a)
or (c) shall be payable out of the Pool Custodial Account, in the case of the
Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of
the Distribution Account, in the case of the Trustee, pursuant to Section
3.05(b).

        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
Master Servicer at the expense of the Trust Fund, but only upon direction
accompanied by an Opinion of Counsel (the cost of which may be paid out of the
Pool Custodial Account pursuant to Section 3.05(a) or, to the extent that it
benefits the Companion Loan Noteholders, out of the related Loan Group Custodial
Account pursuant to Section 3.05(A)(a)) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders
and/or the Companion Loan Noteholders; provided, however, that the Trustee shall
have no obligation or responsibility to determine whether any such recordation
of this Agreement is required.

        (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

        Section 12.03        Limitation on Rights of Certificateholders and the
Companion Loan Noteholders.

        (a) The death or incapacity of any Certificateholder or any Companion
Loan Noteholder shall not operate to terminate this Agreement or the Trust Fund,
nor entitle such Certificateholder's or such Companion Loan Noteholder'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) The Certificateholders and the Companion Loan Noteholders (except as
expressly provided for herein) shall not have any right to vote or in any manner
otherwise control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders and/or the Companion Loan Noteholders from time to time as
partners or members of an association; nor shall any Certificateholder or
Companion Loan Noteholder 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) Neither any of the Certificateholders nor the Companion Loan
Noteholders shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement or any Loan, unless, with respect to any suit,
action or proceeding upon or under or with respect to this Agreement, such
Person previously shall have given to the Trustee a written notice of default
hereunder, and of the continuance thereof, as hereinbefore provided, and unless
also (except in the case of a default by the Trustee) the Holders of
Certificates entitled to at least 25% of the Voting Rights 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. 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, 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; Consent to Jurisdiction.

        This Agreement will be governed by and construed in accordance with the
laws of the State of New York, applicable to agreements negotiated, made and to
be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer and the
Trustee each hereby irrevocably (i) submits to the jurisdiction of any New York
State and federal courts sitting in New York City with respect to matters
arising out of or relating to this Agreement; (ii) agrees that all claims with
respect to such action or proceeding may be heard and determined in such New
York State or federal courts; (iii) waives the defense of an inconvenient forum;
and (iv) agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.

        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 when delivered to: (i) in the case of the Depositor, Greenwich
Capital Commercial Funding Corp., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: Perry Gershon, Telecopy No.: (203) 618-2134 with a copy to
Paul Stevelman, Esq., Telecopy No.: (203) 618-2132; (ii) in the case of the
Master Servicer, [_________________], [__________________________________],
Attention: [_____________]; facsimile number: [_____________]; (iii) in the case
of the Special Servicer, [______________], [______________________________],
Attention: [___________]; facsimile number: [_____________]; (iv) in the case of
the Trustee, [_________________], [__________________________________],
Attention: [_____________]; facsimile number: [_____________]; (v) in the case
of the Underwriters, (A) Greenwich Capital Markets, Inc., 600 Steamboat Road,
Greenwich, Connecticut 06830, Attention: Perry Gershon, Telecopy No.: (203)
618-2134 with a copy to Paul Stevelman, Esq., Telecopy No.: (203) 618-2132; (B)
[_________________], [____________________________], Attention:
[______________], Telecopy No.: [____________], with a copy to: [___________],
Telecopy No.: [____________]; (C) [_________________],
[____________________________], Attention: [______________], Telecopy No.:
[____________], with a copy to: [___________], Telecopy No.: [____________]; (D)
[_________________], [____________________________], Attention:
[______________], Telecopy No.: [____________], with a copy to: [___________],
Telecopy No.: [____________]; (E) [_________________],
[____________________________], Attention: [______________], Telecopy No.:
[____________], with a copy to: [___________], Telecopy No.: [____________]; and
(F) [_________________], [____________________________], Attention:
[______________], Telecopy No.: [____________], with a copy to: [___________],
Telecopy No.: [____________], with a copy to: [___________], Telecopy No.:
[____________]; (vii) in the case of the Rating Agencies, (A) Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc., 55 Water Street,
10th Floor, New York, New York 10004, Attention: CMBS Surveillance Department,
Telecopy No.: (212) 438-2662; and (B) Moody's Investors Service, Inc., 99 Church
Street, New York, New York, Attention: CMBS-Monitoring, Telecopy No.: (212)
553-1350; (viii) in the case of the Companion Loan Noteholders, to their
addresses as set forth in or notified to the parties hereto pursuant to, the
related Co-Lender Agreement; (ix) in the case of the initial Controlling Class
Directing Holder, [_________________], [________________________________],
Attention: [_____________]; facsimile number: [_____________], (with a copy to
be sent by email); and (x) in the case of the Mortgage Loan Sellers, (A)
Greenwich Capital Financial Products, Inc., 600 Steamboat Road, Greenwich,
Connecticut 06830, Attention: Perry Gershon, Telecopy No.: (203) 618-2134, with
a copy to Paul Stevelman, Esq., Telecopy No.: (203) 618-2132; (B)
[_________________], [__________________________], Attention: [_____________],
Telecopy No.: [___________], with a copy to: [___________], Telecopy No.:
[____________]; and (C) [_________________], [__________________________],
Attention: [_____________], Telecopy No.: [___________], with a copy to:
[___________],Attention: [_____________], Telecopy No.: [____________]; or, as
to each such Person, such other address as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication required or permitted
to be delivered to a Certificateholder shall be deemed to have been duly given
when mailed first class, postage prepaid, to the address of such Holder as shown
in the Certificate Register.

        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 and the Trustee agree that it is their intent 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 and the Trustee agree that it is their intent
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor and the Trustee also
intend and agree that, in such event, (i) in order to secure performance of the
Depositor's obligations hereunder and payment of the Certificates, the Depositor
shall be deemed to have granted, and does hereby grant, 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 constituting the Trust Fund, including
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 any Principal Prepayments received on
or prior to the Cut-off Date), all amounts held from time to time in the Pool
Custodial Account, the Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Account and, if established, the Pool REO Account
and any 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.

        Section 12.08        [Reserved].

        Section 12.09        Successors and Assigns; Beneficiaries.

        The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders.

        Each Underwriter shall be a third party beneficiary to this Agreement
solely with respect to its right to receive the reports, statements and other
information to which it is entitled hereunder, to preserve such Underwriter's
rights under Sub-Servicing Agreements as contemplated by Section 3.23(d) and, in
the case of a Mortgage Loan Seller, to terminate the Trust Fund pursuant to
Section 9.01.

        Each of the Sub-Servicers that is a party to a Sub-Servicing Agreement
in effect on the Closing Date (or being negotiated as of the Closing Date and in
effect within 90 days thereafter) shall be a third party beneficiary to
obligations of a successor Master Servicer under Section 3.23, provided that the
sole remedy for any claim by a Sub-Servicer as a third party beneficiary
pursuant to this Section 12.09 shall be against a successor Master Servicer
solely in its corporate capacity and no Sub-Servicer shall have any rights or
claims against the Trust Fund or any party hereto (other than a successor Master
Servicer in its corporate capacity as set forth in this Section 12.09) as a
result of any rights conferred on such Sub-Servicer as a third party beneficiary
pursuant to this Section 12.09.

        The Companion Loan Noteholders and any designees thereof acting on
behalf of or exercising the rights of the Companion Loan Noteholders shall be
third-party beneficiaries to this Agreement with respect to their rights as
specifically provided for herein.

        Each Lead Master Servicer, Lead Special Servicer and Lead Trustee shall
be third party beneficiaries to this Agreement solely with respect to (i) the
reimbursement of nonrecoverable advances made by such party under the Lead PSA,
as provided in Section 3.05 hereof and (ii) the indemnification of the Lead
Master Servicer, Lead Trustee and Lead Special Servicer, as provided in Section
6.03.

        Any Subsequent Master Servicer and Subsequent Trustee shall be a third
party beneficiary to this Agreement solely with respect to the recoverability of
any back-up P&I Advances pursuant to Section 3.05A, and to the extent required
under the related Co-Lender Agreement.

        Each of the Master Servicer and the Special Servicer acknowledges that
upon the securitization of a Serviced Pari Passu Companion Loan, the Subsequent
Trustee will be the owner of such Mortgage Note and that, pursuant to the
Subsequent PSA, the Subsequent Master Servicer will be entitled to enforce the
rights of the Subsequent Trustee with respect to such Loan under the related
Co-Lender Agreement and this Agreement.

        In the event that one, but not both, of the Mortgage Notes with respect
to the [__________________] Mortgage Loan are repurchased, the holder of the
repurchased Mortgage Note shall be a third party beneficiary of this Agreement
to the same extent as if they were Companion Loan Noteholders, as contemplated
by [Section 3.29].

        This Agreement may not be amended in any manner that would adversely
affect the rights of any such third party beneficiary without its consent. No
other Person, including any Mortgagor, shall be entitled to any benefit or
equitable right, remedy or claim under this Agreement.

        Section 12.10        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 12.11        Notices to Rating Agencies.

        (a) The Trustee shall promptly provide notice to each Rating Agency 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 Master Servicer or
        the Special Servicer;

                 (iv) the repurchase of Mortgage Loans by the applicable
        Mortgage Loan Seller pursuant to Section 2.03;

                 (v) any change in the location of the Distribution Account, the
        Interest Reserve Account or the Excess Liquidation Proceeds Account;

                 (vi) the final payment to any Class of Certificateholders; and

                 (vii) any sale or disposition of any Mortgage Loan or REO
        Property.

        (b) The Master Servicer shall promptly 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; and

                 (ii) any change in the location of any Custodial Account.

        (c) The Special Servicer shall furnish each Rating Agency with respect
to a Specially Serviced Loan such information as the Rating Agency shall
reasonably request and which the Special Servicer can reasonably provide in
accordance with applicable law, with copies to the Trustee.

        (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

                 (i) each of its annual statements as to compliance described in
        Section 11.09;

                 (ii) each of its annual independent public accountants'
        servicing reports described in Section 11.10; and

                 (iii) any Officer's Certificate delivered by it to the Trustee
        pursuant to Section 3.12(d), 4.03(c) or 4.03A(c).

        (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

        (f) The Trustee shall promptly deliver to each Rating Agency a copy of
each of the statements and reports described in Section 4.02(a) that is prepared
by it.

        (g) Each of the Trustee, the Master Servicer and the Special Servicer
shall provide to each Rating Agency such other information with respect to the
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

        Section 12.12        Global Opinions.

        Notwithstanding anything herein to the contrary, where any party hereto
is required or permitted to rely upon an Opinion of Counsel with respect to any
particular matter, such Opinion of Counsel need not specifically reference such
particular matter, but rather such Opinion of Counsel may address general
matters of law in respect of nonspecific circumstances which clearly encompass
the facts of such particular matter (any such Opinion of Counsel, a "Global
Opinion"); provided that no Global Opinion may be relied upon if it is more than
12 months old or if the subject party has reason to believe that such Global
Opinion no longer expresses a correct legal opinion.

        Section 12.13        Complete Agreement.

        This Agreement embodies the complete agreement among the parties and may
not be varied or terminated except by a written agreement conforming to the
provisions of Section 12.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


<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.


                                        GREENWICH CAPITAL COMMERCIAL FUNDING
                                            CORP.,
                                            Depositor


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        [_________________________],
                                            Master Servicer

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        [_________________________],
                                            Special Servicer

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        [_________________________],
                                            Trustee

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>


STATE OF NEW YORK            )
                             )  ss.:
COUNTY OF NEW YORK           )

        On the ______ day of _____________, 200[_], before me, a notary public
in and for said State, personally appeared
______________________________________, known to me to be a
_________________________________ of Greenwich Capital Commercial Funding Corp.,
one of the entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity, and acknowledged to me
that such entity executed the within instrument.

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________________
                 Notary Public



<PAGE>



STATE OF ___________________ )
                             )  ss.:
COUNTY OF _________________  )

        On the ______ day of _____________, 200[_], before me, a notary public
in and for said State, personally appeared
______________________________________, known to me to be a
___________________________________ of [_________________________], one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________________
                 Notary Public





<PAGE>



STATE OF ___________________ )
                             )  ss.:
COUNTY OF _________________  )

        On the ______ day of _____________, 200[_], before me, a notary public
in and for said State, personally appeared
______________________________________, known to me to be a
___________________________________ of [_________________________], one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________________
                 Notary Public

                [Notarial Seal]





<PAGE>



STATE OF ___________________ )
                             )  ss.:
COUNTY OF _________________  )

        On the ______ day of _____________, 200[_], before me, a notary public
in and for said State, personally appeared
______________________________________, known to me to be a
___________________________________ of [_________________________], one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________________
                 Notary Public


<PAGE>


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE






                                    SCH I-1

<PAGE>




                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY






                                    SCH II-1

<PAGE>

                                  SCHEDULE III

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS







                                    SCH III-1


<PAGE>


                                   SCHEDULE IV

                        CLASS XP REFERENCE RATE SCHEDULE


   Interest Accrual                            Class XP Reference
        Period             Payment Date             Rate (%)
------------------------- ------------------ ---------------------
          1
          2
          3
          4
          5
          6
          7
          8
          9
          10
          11
          12
          13
          14
          15
          16
          17
          18
          19
          20
          21
          22
          23
          24
          25
          26
          27
          28
          29
          30
          31
          32
          33
          34
          35
          36
          37
          38
          39
          40
          41
          42
          43
          44
          45
          46
          47

                                    SCH IV-1

<PAGE>

   Interest Accrual                            Class XP Reference
        Period             Payment Date             Rate (%)
------------------------- ------------------ ---------------------

          48
          49
          50
          51
          52
          53
          54
          55
          56
          57
          58
          59
          60
          61
          62
          63
          64
          65
          66
          67
          68
          69
          70
          71
          72
          73
          74
          75
          76
          77
          78
          79
          80
          81
          82
          83
          84



                                    SCH IV-2
<PAGE>


--------------------------------------------------------------------------------
                                   SCHEDULE V

            SCHEDULE OF INITIAL DIRECTING HOLDER FOR EACH LOAN GROUP
                            (as of [______________])


--------------------------------------------------------------------------------
  Mortgage
    Loan
   Number       Property Name       Directing Holder    Consulting Holder
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                    SCH V-1

<PAGE>




                                   SCHEDULE VI

                         SUPPLEMENTAL SERVICER SCHEDULE



                                    SCH VI-1

<PAGE>




                                  SCHEDULE VII

                             PRIMARY SERVICED LOANS



























                                   SCH VII-1

<PAGE>


                                  SCHEDULE VIII

                  CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE



        Period         Month of Payment Date       Balance
  ------------------ -------------------------- -------------
          1
          2
          3
          4
          5
          6
          7
          8
          9
          10
          11
          12
          13
          14
          15
          16
          17
          18
          19
          20
          21
          22
          23
          24
          25
          26
          27
          28
          29
          30
          31
          32
          33
          34
          35
          36
          37
          38
          39
          40
          41
          42
          43
          44
          45
          46

                                   SCH VIII-1

<PAGE>



        Period         Month of Payment Date       Balance
  ------------------ -------------------------- -------------
          47
          48
          49
          50
          51
          52
          53
          54
          55
          56
          57
          58
          59
          60
          61
          62
          63
          64
          65
          66
          67
          68
          69
          70
          71
          72
          73
          74
          75
          76
          77
          78
          79
          80
          81
          82
          83
          84
          85
          86
          87
          88
          89
          90
          91
          92
          93
          94
          95
          96
          97
          98

                                   SCH VIII-2

<PAGE>


        Period         Month of Payment Date       Balance
  ------------------ -------------------------- -------------
          99
         100
         101
         102
         103
         104
         105
         106
         107
         108
         109
         110
         111


                                   SCH VIII-3

<PAGE>



                                   SCHEDULE IX

                                  BROKER STRIPS

--------------------------------------------------------------------------------
        Mortgage Loan                    Broker              Broker Strip (bps)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                    SCH IX-1

<PAGE>




                                   SCHEDULE X

                   SPECIAL SERVICER EARNOUT/HOLDBACK MORTGAGE LOANS


             ----------------------------------------------------------
                 Loan ID Number               Mortgage Loan
             ----------------------------------------------------------

             ----------------------------------------------------------

             ----------------------------------------------------------

             ----------------------------------------------------------

             ----------------------------------------------------------

             ----------------------------------------------------------

             ----------------------------------------------------------

             ----------------------------------------------------------

             ----------------------------------------------------------


                                     SCH X-1

<PAGE>


                                   EXHIBIT A-1

                      FORM OF CLASS [A-1] [A-2] CERTIFICATE


                     COMMERCIAL MORTGAGE TRUST 200[_]-[___]
         CLASS [A-1] [A-2] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200[_]-[___]


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.


Pass-Through Rate:  [___]%                   Initial Certificate Principal
                                             Balance of this Certificate as of
                                             the Closing Date: $_________

Date of Pooling and Servicing Agreement:     Class Principal Balance of all
[____________]                               the Class [A-1] [A-2]
                                             Certificates as of the Closing
                                             Date: $____________

Cut-off Date:  (i) With respect to each      Aggregate unpaid principal
Mortgage Loan included in the Trust that     balance of the Mortgage Pool as
pays on a Due Date in [____________], its    of the Cut-off Date, after
Due Date in [____________] and (ii) with     deducting payments of principal
respect to any other Mortgage Loan,          due on or before such date:
[____________].                              $[_________]

Closing Date:  [____________]

First Distribution Date:  [____________]

Master Servicer:  [____________]           Trustee:  [____________]

Special Servicer:  [____________]

Certificate No.  [A-1] [A-2] -___          CUSIP No.:  _____________


                                     A-1-1
<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., [_____________________],
[_____________________], [_____________________], OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), [______________], as master
servicer (the "Master Servicer," which term includes any successor entity under
the Agreement), [______________], as special servicer (the "Special Servicer,"
which term includes any successor entity under the Agreement) and
[______________], as trustee (the "Trustee," which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                                     A-1-2
<PAGE>

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in [___________]. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
( in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                                     A-1-3
<PAGE>

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-J, Class A-M, Class B, Class C,
Class D and Class E Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                     A-1-4
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-1-5
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          [______________________],
                                          as Trustee

                                          By:  _______________________________
                                               Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-1] [A-2] Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________


                                          [_______________________],
                                          as Certificate Registrar


                                          By:  _______________________________
                                               Authorized Officer


                                     A-1-6
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
______________________________________________________________________________


Dated:

                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________
__________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-1-7
<PAGE>

                                   EXHIBIT A-2

                       FORM OF CLASS [XP] [XC]CERTIFICATE

                     COMMERCIAL MORTGAGE TRUST 200[_]-[___]
            CLASS [XP] [XC] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200[_]-[___]

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.


Pass-Through Rate:  [____]% Variable         Initial Certificate Notional
                                             Amount of this Certificate as of
                                             the Closing Date: $____________

Date of Pooling and Servicing Agreement:     Class Notional Amount of all the
[______________]                             Class [XP] [XC] Certificates as
                                             of the Closing Date:
                                             $_____________

Cut-off Date:  (i) With respect to each      Aggregate unpaid principal
Mortgage Loan included in the Trust that     balance of the Mortgage Pool as
pays on a Due Date in [______________],      of the Cut-off Date, after
its Due Date in [______________] and         deducting payments of principal
(ii) with respect to any other Mortgage      due on or before such date:
Loan, [______________].                      $[__________]

Closing Date:  [______________]

First Distribution Date: [______________]

Master Servicer:  [______________]          Trustee:  [______________]

Special Servicer:  [______________]

Certificate No. [XP] [XC]-___               CUSIP No.:  _____________


                                     A-2-1

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., [_____________], [_____________],
[_____________], OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO
PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE

                                     A-2-2
<PAGE>

SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Greenwich Capital Commercial Funding Corp., as depositor
(the "Depositor," which term includes any successor entity under the Agreement),
[____________], as master servicer (the "Master Servicer," which term includes
any successor entity under the Agreement), [____________], as special servicer
(the "Special Servicer," which term includes any successor entity under the
Agreement) and [____________], as trustee (the "Trustee," which term includes
any successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in [______________]. During any given month, the payment
date will be the 10th day of the month, or if such 10th day is not a Business
Day, then the Business Day immediately following such 10th day, provided that
the payment date will be at least 4 Business Days following the Determination
Date (each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations

                                     A-2-3
<PAGE>

therein set forth, the Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

            Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

            Any interest in a Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions, provided that no
Regulation S Restricted Certificate may

                                     A-2-4
<PAGE>

be transferred to a Person who wishes to take delivery under Regulation S. A
Regulation S Restricted Certificate is any Certificate that is not rated in one
of the four highest generic ratings categories by a Rating Agency.

            Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

            Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository, provided
that no Regulation S Restricted Certificate may be transferred to a Person who
wishes to take delivery under Regulation S.

            Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates being
transferred and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Greenwich Capital Markets, Inc., [OTHER
UNDERWRITERS], the Trustee, the Master Servicer, the Special Servicer, the
Fiscal Agent, the Tax Administrator, the Certificate Registrar and their
respective Affiliates against

                                     A-2-5
<PAGE>

any liability that may result if such Transfer is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.



                                     A-2-6
<PAGE>

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-J, Class A-M, Class B, Class C,
Class D and Class E Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-2-7
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.



                                          [______________________],
                                          as Trustee


                                          By:  _______________________________
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [XP] [XC] Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________

                                          [_______________________],
                                          as Certificate Registrar

                                          By:  _______________________________
                                               Authorized Officer

                                     A-2-8

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
______________________________________________________________________________


Dated:

                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________
__________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-2-9

<PAGE>

                                   EXHIBIT A-3


       FORM OF CLASS [A-3] [A-4-1] [A-4-2] [A-AB] [A-5] [A-M] CERTIFICATE


                     COMMERCIAL MORTGAGE TRUST 200[_]-[___]
                     CLASS [A-3] [A-4-1] [A-4-2][A-5] [A-M]
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200[_]-[___]

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.


Pass-Through Rate:  [____]%, Subject to     Initial Certificate Principal
the Weighted Average Net Mortgage Rate      Balance of this Certificate as
                                            of the Closing Date:
                                            $_______________

Date of Pooling and Servicing Agreement:    Class Principal Balance of all
[_____________]                             the Class [A-3] [A-4-1] [A-4-2]
                                            [A-AB] [A-5] [A-M] Certificates
                                            as of the Closing Date:
                                            $_______________

Cut-off Date:  (i) With respect to each     Aggregate unpaid principal
Mortgage Loan included in the Trust that    balance of the Mortgage Pool as
pays on a Due Date in [______________],     of the Cut-off Date, after
its Due Date in [______________] and (ii)   deducting payments of principal
with respect to any other Mortgage Loan,    due on or before such date:
[______________].                           $[__________]

Closing Date:  [______________]

First Distribution Date:  [______________]

Master Servicer: [______________]           Trustee:  [______________]

Special Servicer:  [______________]

Certificate No. [A-3] [A-4-1] [A-4-2]       CUSIP No.:  _____________
[A-AB] [A-5] [A-M]-___

                                     A-3-1
<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., [_______________], [_______________],
[_______________], OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), [_____________], as master
servicer (the "Master Servicer," which term includes any successor entity under
the Agreement), [_____________], as special servicer (the "Special Servicer,"
which term includes any successor entity under the Agreement) and
[_____________], as trustee (the "Trustee," which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and

                                     A-3-2

<PAGE>

conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in [______________]. During any given month, the payment
date will be the 10th day of the month, or if such 10th day is not a Business
Day, then the Business Day immediately following such 10th day, provided that
the payment date will be at least 4 Business Days following the Determination
Date (each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of

                                     A-3-3
<PAGE>

transfer in the form satisfactory to the Certificate Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-J, Class A-M, Class B, Class C,
Class D and Class E Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.

                                     A-3-4

<PAGE>

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-3-5

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          [______________________],
                                          as Trustee


                                          By:  _______________________________
                                               Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-3] [A-4-1] [A-4-2] [A-AB] [A-5] [A-M]
Certificates referred to in the within-mentioned Agreement.

Dated:  _____________



                                          [_______________________],
                                          as Certificate Registrar


                                          By:  _______________________________
                                               Authorized Officer


                                     A-3-6

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
______________________________________________________________________________


Dated:

                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________
__________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.



                                     A-3-7

<PAGE>

                                   EXHIBIT A-4

                         FORM OF CLASS [A-J] CERTIFICATE


                     COMMERCIAL MORTGAGE TRUST 200[_]-[___]
              CLASS [A-J] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200[_]-[___]


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.


Pass-Through Rate:  Weighted Average Net     Initial Certificate Principal
Mortgage Rate minus [___]%                   Balance of this Certificate as
                                             of the Closing Date:
                                             $_______________

Date of Pooling and Servicing Agreement:     Class Principal Balance of all
[______________]                             the Class [A-J] Certificates as
                                             of the Closing Date:
                                             $____________

Cut-off Date:  (i) With respect to each      Aggregate unpaid principal
Mortgage Loan included in the Trust that     balance of the Mortgage Pool as
pays on a Due Date in [______________],      of the Cut-off Date, after
its Due Date in [______________] and (ii)    deducting payments of principal
with respect to any other Mortgage Loan,     due on or before such date:
[______________].                            $[__________]


Closing Date:  [______________]

First Distribution Date:  [______________]

Master Servicer: [______________]           Trustee:  [______________]

Special Servicer:  [______________]

Certificate No. [A-J]-___                   CUSIP No.:  _____________



                                      A-4-1
<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., [________________], [________________],
[________________], OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), [______________], as master
servicer (the "Master Servicer," which term includes any successor entity under
the Agreement), [______________], as special servicer (the "Special Servicer,"
which term includes any successor entity under the Agreement) and
[______________], as trustee (the "Trustee," which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and

                                     A-4-2

<PAGE>

conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in [______________]. During any given month, the payment
date will be the 10th day of the month, or if such 10th day is not a Business
Day, then the Business Day immediately following such 10th day, provided that
the payment date will be at least 4 Business Days following the Determination
Date (each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of

                                     A-4-3
<PAGE>

transfer in the form satisfactory to the Certificate Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-J, Class A-M, Class B, Class C,
Class D and Class E Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.

                                     A-4-4

<PAGE>

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-4-5

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          [______________________],
                                          as Trustee

                                          By:  _______________________________
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [A-J] Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________



                                          [_______________________],
                                          as Certificate Registrar


                                          By:  _______________________________
                                               Authorized Officer


                                     A-4-6

<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_______________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:

to the following address:
_______________________________________________________________________________
______________________________________________________________________________

Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________
__________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-4-7
<PAGE>


                                   EXHIBIT A-5

                    FORM OF CLASS [B] [C] [D] [E] CERTIFICATE


                     COMMERCIAL MORTGAGE TRUST 200[_]-[___]
         CLASS [B] [C] [D] [E] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200[_]-[___]


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.


Pass-Through Rate:  [Weighted Average Net    Initial Certificate Principal
Mortgage Rate]                               Balance of this Certificate as
                                             of the Closing Date:
                                             $_______________

Date of Pooling and Servicing Agreement:     Class Principal Balance of all
[______________]                             the Class [B] [C] [D] [E]
                                             Certificates as of the Closing
                                             Date: $____________

Cut-off Date:  (i) With respect to each      Aggregate unpaid principal
Mortgage Loan included in the Trust that     balance of the Mortgage Pool as
pays on a Due Date in [_____________], its   of the Cut-off Date, after
Due Date in [_____________] and (ii) with    deducting payments of principal
respect to any other Mortgage Loan,          due on or before such date:
[_____________].                             $[__________]

Closing Date:  [_____________]

First Distribution Date:  [_____________]

Master Servicer: [_____________]            Trustee:  [_____________]

Special Servicer:  [_____________]

Certificate No. [B] [C] [D] [E]-___         CUSIP No.:  _____________



                                     A-5-1

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., [_______________], [_______________],
[_______________], OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), [_____________], as master
servicer (the "Master Servicer," which term includes any successor entity under
the Agreement), [_____________], as special servicer (the "Special Servicer,"
which term includes any successor entity under the Agreement) and
[_____________], as trustee (the "Trustee," which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and

                                     A-5-2

<PAGE>

conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in [_____________]. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of

                                     A-5-3

<PAGE>

transfer in the form satisfactory to the Certificate Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-J, Class A-M, Class B, Class C,
Class D and Class E Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.


                                     A-5-4

<PAGE>

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-5-5

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                          [______________________],
                                          as Trustee


                                          By:  _______________________________
                                               Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [B] [C][D][E]Certificates referred to in
the within-mentioned Agreement.

Dated:  _____________


                                          [_______________________],
                                          as Certificate Registrar


                                          By:  _______________________________
                                               Authorized Officer


                                     A-5-6

<PAGE>

                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
______________________________________________________________________________


Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor



                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________
__________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-5-7
<PAGE>

                                   EXHIBIT A-6


                      FORM OF CLASS [F] [G] [H] CERTIFICATE


                     COMMERCIAL MORTGAGE TRUST 200[_]-[___]
           CLASS [F] [G] [H] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200[_]-[___]


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.


Pass-Through Rate: Weighted Average Net    Initial Certificate Principal
Mortgage Rate                              Balance of this Certificate as
                                           of the Closing Date:
                                           $_______________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all
[_____________]                            the Class [F] [G] [H]
                                           Certificates as of the Closing
                                           Date: $________________

Cut-off Date:  (i) With respect to each    Aggregate unpaid principal
Mortgage Loan included in the Trust that   balance of the Mortgage Pool as
pays on a Due Date in [_____________],     of the Cut-off Date, after
its Due Date in [_____________] and (ii)   deducting payments of principal
with respect to any other Mortgage Loan,   due on or before such date:
[_____________].                           $[___________]

Closing Date:  [_____________]

First Distribution Date:  [_____________]

Master Servicer:  [_____________]          Trustee:  [_____________]

Special Servicer:  [_____________]

Certificate No. [F] [G] [H]-___            CUSIP No.:  _____________



                                     A-6-1

<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., [______________], [______________],
[______________], OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO
PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED

                                     A-6-2

<PAGE>

STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), [_____________], as master
servicer (the "Master Servicer," which term includes any successor entity under
the Agreement), [_____________], as special servicer (the "Special Servicer,"
which term includes any successor entity under the Agreement) and
[_____________], as trustee (the "Trustee," which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in [_____________]. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

                                     A-6-3

<PAGE>

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non-Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

                                     A-6-4

<PAGE>

            Any interest in a Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions, provided that no
Regulation S Restricted Certificate may be transferred to a Person who wishes to
take delivery under Regulation S. A Regulation S Restricted Certificate is any
Certificate that is not rated in one of the four highest generic ratings
categories by a Rating Agency.

            Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

            Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository, provided
that no Regulation S Restricted Certificate may be transferred to a Person who
wishes to take delivery under Regulation S.

            Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination

                                     A-6-5

<PAGE>

of beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates being
transferred and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Greenwich Capital Markets, Inc., [OTHER
UNDERWRITERS], the Trustee, the Master Servicer, the Special Servicer, the
Fiscal Agent, the Tax Administrator, the Certificate Registrar and their
respective Affiliates against any liability that may result if such Transfer is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the

                                     A-6-6

<PAGE>

aggregate unamortized principal balance of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of such Person.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-J, Class A-M, Class B, Class C,
Class D and Class E Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.

                                     A-6-7

<PAGE>

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-6-8

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          [______________________],
                                          as Trustee

                                          By:  _______________________________
                                               Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [F][G][H] Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________



                                          [_______________________],
                                          as Certificate Registrar


                                          By:  _______________________________
                                               Authorized Officer



                                     A-6-9

<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
______________________________________________________________________________


Dated:

                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________
__________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-6-10

<PAGE>

                                   EXHIBIT A-7


                FORM OF CLASS [J] [K] [L] [M] [N] [O] [P] CERTIFICATE


                     COMMERCIAL MORTGAGE TRUST 200[_]-[___]
                        CLASS [J] [K] [L] [M] [N] [O] [P]
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200[_]-[___]


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.


Pass-Through Rate:  [____]%, Subject to      Initial Certificate Principal
the Weighted Average Net Mortgage Rate       Balance of this Certificate as
                                             of the Closing Date:
                                             $_______________

Date of Pooling and Servicing Agreement:     Class Principal Balance of all
[_____________]                              the Class [J] [K] [L] [M] [N]
                                             [O] [P] Certificates as of the
                                             Closing Date: $________________

Cut-off Date:  (i) With respect to each      Aggregate unpaid principal
Mortgage Loan included in the Trust that     balance of the Mortgage Pool as
pays on a Due Date in [_____________],       of the Cut-off Date, after
its Due Date in [_____________] and (ii)     deducting payments of principal
with respect to any other Mortgage Loan,     due on or before such date:
[_____________].                             $[________]


Closing Date:  [_____________]

First Distribution Date:  [_____________]

Master Servicer:  [_____________]          Trustee:  [_____________]

Special Servicer:  [_____________]

Certificate No. [J] [K] [L] [M] [N] [O]    CUSIP No.:  _____________
[P]-___


                                     A-7-1

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., [_______________], [_______________],
[_______________], OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates

                                     A-7-2

<PAGE>

were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Greenwich Capital Commercial Funding Corp., as
depositor (the "Depositor," which term includes any successor entity under the
Agreement), [_____________], as master servicer (the "Master Servicer," which
term includes any successor entity under the Agreement), [_____________], as
special servicer (the "Special Servicer," which term includes any successor
entity under the Agreement) and [_____________], as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in [_____________]. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                                     A-7-3

<PAGE>

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non-Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee, the Fiscal Agent or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

            Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same

                                     A-7-4

<PAGE>

Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Greenwich Capital Markets, Inc., [OTHER
UNDERWRITERS], the Trustee, the Master Servicer, the Special Servicer, the
Fiscal Agent, the Tax Administrator, the Certificate Registrar and their
respective Affiliates against any liability that may result if such Transfer is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.

                                     A-7-5

<PAGE>

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-J, Class A-M, Class B, Class C,
Class D and Class E Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                     A-7-6

<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-7-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                          [______________________],
                                          as Trustee


                                          By:  _______________________________
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [J] [K] [L] [M] [N] [O] [P] Certificates
referred to in the within-mentioned Agreement.

Dated:  _____________

                                          [_______________________],
                                          as Certificate Registrar


                                          By:  _______________________________
                                               Authorized Officer


                                     A-7-8

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
______________________________________________________________________________



Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________
__________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-7-9

<PAGE>

                                   EXHIBIT A-8

                     FORM OF CLASS [R-I] [R-II] CERTIFICATES


                     COMMERCIAL MORTGAGE TRUST 200[_]-[___]
           CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200[_]-[___]


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.


Date of Pooling and Servicing Agreement:    Percentage Interest evidenced by
[_____________] Certificate in the          this related Class: ___%

Cut-off Date:  (i) With respect to each     Aggregate unpaid principal
Mortgage Loan included in the Trust that    balance of the Mortgage Pool as
pays on a Due Date in [_____________],      of the Cut-off Date, after
its  Date in [_____________] and (ii)       deducting payments of principal
with respect to any other Mortgage Loan,    due on or before such date:
[_____________].                            $[_________]


Closing Date:  [_____________]

First Distribution Date:  [_____________]

Master Servicer:  [_____________]           Trustee:  [_____________]

Special Servicer:  [_____________]

Certificate No.  [R-I] [R-II]-___           CUSIP No.:  _____________


                                     A-8-1

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., [__________________], [__________________],
[__________________], OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"). CONSEQUENTLY, THE TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

            This certifies that _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), [_____________], as master
servicer (the "Master Servicer," which term includes any successor entity under
the Agreement), [_____________], as special servicer (the "Special Servicer,"
which term includes any successor entity under the Agreement) and
[_____________], as trustee (the "Trustee," which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and

                                     A-8-2
<PAGE>

conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in [_____________]. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a Transfer of this Certificate is to be made without registration
under the Securities Act, then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may

                                     A-8-3
<PAGE>

conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached as Exhibit F-2A to the Agreement;
or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, the Master Servicer,
the Special Servicer, the Tax Administrator, the Trustee, the Fiscal Agent or
the Certificate Registrar in their respective capacities as such), together with
the written certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Greenwich Capital Markets, Inc., [OTHER UNDERWRITERS], the
Trustee, the Master Servicer, the Special Servicer, the Fiscal Agent, the Tax
Administrator, the Certificate Registrar and their respective Affiliates against
any liability that may result if such Transfer is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. The Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan.

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the Transfer of an Ownership Interest
in this Certificate to such proposed Transferee. In addition, the

                                     A-8-4
<PAGE>

Certificate Registrar shall not register the transfer of an Ownership Interest
in this Certificate to any entity classified as a partnership under the Code
unless at the time of transfer, all of its beneficial owners are United States
Persons.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to Transfer its Ownership Interest
herein and (y) not to Transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written confirmation from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause either REMIC Pool to (A) cease
to qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

            A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause either REMIC Pool to fail to qualify as a REMIC, (iii) a
Disqualified Non-United States Tax Person, (iv) a Disqualified Partnership or
(v) a United States Tax Person with respect to whom income is attributable to a
foreign permanent establishment or fixed base (within the meaning of any
applicable income tax treaty between the United States and any foreign
jurisdiction) of a United States Tax Person.

            A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iii) rural electric and telephone
cooperatives described in Section 1381 of the Code and (iv) any other Person so
designated by the Trustee or Tax Administrator based upon an opinion of counsel
that the holding of an Ownership Interest in a Residual Interest Certificate by
such Person may cause the Trust Fund 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 Interest Certificate to
such Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.

            A "Disqualified Non-United States Tax Person" is, with respect to
any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury regulation section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulation section
1.860E-1(c)(4)(ii), as a Holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person

                                     A-8-5

<PAGE>

that has delivered to the Transferor, the Trustee and the Certificate Registrar
an opinion of nationally recognized tax counsel to the effect that (x) the
Transfer of such Residual Interest Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.

            A "Disqualified Partnership" is any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are Disqualified
Non-United States Tax Persons.

            A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust (or to the extent provided in the Treasury regulations,
if the trust was in existence on August 20, 1996 and elected to be treated as a
United States Person), all within the meaning of Section 7701(a)(30) of the
Code.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4-1,
Class A-4-2, Class A-AB, Class A-5, Class A-J, Class A-M, Class B, Class C,
Class D and Class E Certificates are reduced to zero.

                                     A-8-6

<PAGE>

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of either REMIC Pool as
a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-8-7
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.




                                          [______________________],
                                          as Trustee


                                          By:  _______________________________
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [R-I] [R-II] Certificates referred to in
the within-mentioned Agreement.

Dated:  _____________

                                          [______________________],
                                          as Trustee


                                          By:  _______________________________
                                               Authorized Officer


                                     A-8-8

<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
_______________________________________________________________________________


Dated:

                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
for the account of __________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________
__________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-8-9
<PAGE>




                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT







                                       B-1

<PAGE>



                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION


To the parties listed on the attached Schedule A

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage
                  Pass Through Certificates, Series 200[_]-[___] (the
                  "Certificates")

Ladies and Gentlemen:

            Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of [_____________], relating to the above-referenced Certificates (the
"Agreement"), LaSalle Bank National Association, in its capacity as trustee (the
"Trustee"), hereby certifies as to each Mortgage Loan subject as of the date
hereof to the Agreement (except as identified in the exception report attached
hereto) that: (i) all documents specified in clauses (a)(i) through (a)(v),
(a)(vii) and (a)(viii) (without regard to the second parenthetical in such
clause (a)(viii)) of the definition of "Mortgage File", are in its possession or
the possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Agreement has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents);
(iii) all documents received by it or any Custodian with respect to such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of the Agreement and in this Certification and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (v) and (vi)(B) of the definition of "Mortgage
Loan Schedule" accurately reflects the information set forth in the Mortgage
File.

            Neither the Trustee nor any Custodian is under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Loans delivered to it to determine
that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face. Furthermore, neither the Trustee nor
any Custodian shall have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction. In performing the review contemplated herein, the
Trustee or any Custodian may rely on the Depositor as to the purported
genuineness of any such document and any signature thereon.

            Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.


                                       Respectfully,

                                       [______________],
                                       as Trustee


                                       By:  _______________________
                                            Name:
                                            Title:


                                       C-1

<PAGE>

                                   Schedule A


Greenwich Capital Commercial Funding Corp.
Greenwich Capital Financial Products, Inc.
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT  06830

Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT  06830

[OTHER UNDERWRITERS, RATING AGENCIES
AND OTHER PARTIES]




                                       C-2

<PAGE>


                                   EXHIBIT D-1

                     FORM OF MASTER SERVICER REQUEST FOR RELEASE


                                     [Date]

[TRUSTEE]
Attention:  Global Securities Trust Services Group--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
Mortgage Trust                200[_]-[___]

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage
                  Pass-Through Certificates, Series 200[_]-[___]

            In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of [_____________] (the "Pooling and Servicing Agreement"),
by and among Greenwich Capital Commercial Funding Corp. as depositor, the
undersigned as master servicer (the "Master Servicer"), [_____________] as
special servicer (the "Special Servicer") and you as trustee (the "Trustee"),
the undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

            Property Name: __________________________________________________

            Address: ________________________________________________________

            Control 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 undersigned hereby
                       certifies that all amounts received in connection with
                       the Mortgage Loan that are required to be credited to
                       the Custodial Account pursuant to the Pooling and
                       Servicing Agreement, have been or will be so credited.

        _____    2.    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.


                                      D-1-1

<PAGE>

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.



                                      [MASTER SERVICER]



                                       By:  _______________________
                                            Name:
                                            Title:


                                      D-1-2

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                   ___________


[TRUSTEE]
Attention:  Global Securities Trust Services Group--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
Mortgage Trust                200[_]-[___]

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage
                  Pass-Through Certificates, Series 200[_]-[___]


      In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of [______________] (the "Pooling and Servicing Agreement"), by and
among Greenwich Capital Commercial Funding Corp. as depositor, [______________]
as master servicer (the "Master Servicer"), the undersigned as special servicer
(the "Special Servicer") and you as trustee (the "Trustee"), the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by or on behalf of you as Trustee with respect to the following
described Mortgage Loan for the reason indicated below.

            Property Name: __________________________________________________

            Address: ________________________________________________________

            Control 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 undersigned hereby
                       certifies that all amounts received in connection with
                       the Mortgage Loan that are required to be credited to
                       the Custodial Account pursuant to the Pooling and
                       Servicing Agreement, have been or will be so credited.

        _____    2.    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.


                                      D-2-1
<PAGE>

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                      [SPECIAL SERVICER]


                                       By:  _______________________
                                            Name:
                                            Title:


                                      D-2-2

<PAGE>

<TABLE>
<CAPTION>


                                                             EXHIBIT E

                                              FORM OF LOAN PAYOFF NOTIFICATION REPORT

                                                  LOAN PAYMENT NOTIFICATION REPORT
                                                    as of _____________________


                                                                                                            Servicer
                                                                                                            Estimated
      S4         S55         S61     S58      P7        P8      P10      P11       P93      P97            Information
-----------------------------------------------------------------------------------------------------------------------------------
                Short                                                           Preceding   Most
                Name                       Scheduled   Paid   Current           Fiscal Yr. Recent  Expected   Expected
Prospectus      (When     Property           Loan      Thru  Interest  Maturity    DSCR     DSCR    Yield      Payment  Distribution
    ID       Appropriate)   Type    State   Balance    Date    Rate      Date      NCR       NCF  Maintenance   Date        Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>          <C>       <C>    <C>         <C>    <C>       <C>        <C>    <C>    <C>         <C>        <C>

Scheduled
Payments






Unscheduled
Payment






Total:                                          $





-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Borrower has only requested the information to pay-off. This does not
indicate a definite payment.



                                      E-1

<PAGE>

                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]

[TRUSTEE]
Attention:  Global Securities Trust Services Group--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
Mortgage Trust 200[_]-[___]

      Re:   Greenwich Capital Commercial Funding Corp., as depositor, Commercial
            Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through
            Certificates, Series 200[_]-[___], Class _____, [having an initial
            aggregate [Certificate Principal Balance] [Certificate Notional
            Amount] as of [_____________] (the "Closing Date") of $__________]
            [representing a ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of [_____________], between Greenwich
Capital Commercial Funding Corp., as Depositor, [____________], as Master
Servicer, [____________], as Special Servicer and [______________], as Trustee.
All capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

            1. The Transferor is the lawful owner of the Transferred
     Certificates with the full right to transfer such Certificates free from
     any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in a
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred
     Certificates under the Securities Act of 1933, as amended (the "Securities
     Act"), would render the disposition of the Transferred Certificates a
     violation of Section 5 of the Securities Act or any state securities laws,
     or would require registration or qualification of the Transferred
     Certificates pursuant to the Securities Act or any state securities laws.

                                       Very truly yours,


                                       __________________________________
                                       (Transferor)


                                       By: ______________________________
                                           Name:
                                           Title:

                                      F-1-1

<PAGE>

                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
               FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]


[TRUSTEE]
Attention:  Global Securities Trust Services Group--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
Mortgage Trust 200[_]-        [___]

            Re:   Greenwich  Capital  Commercial  Funding  Corp.,  as depositor,
                  Commercial  Mortgage Trust  200[_]-[___],  Commercial Mortgage
                  Pass-Through  Certificates,  Series  200[_]-[___],  Class ___,
                  [having an initial aggregate  [Certificate  Principal Balance]
                  [Certificate   Notional  Amount]  as  of  [___________]   (the
                  "Closing   Date")  of   $__________]   [representing  a  ____%
                  Percentage Interest in the subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to __________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of [___________] among
Greenwich Capital Commercial Funding Corp., as Depositor, [___________], as
Master Servicer, [___________], as Special Servicer and [___________], as
Trustee. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      is being made in reliance on Rule 144A. The Transferee is acquiring the
      Transferred Certificates for its own account or for the account of another
      Qualified Institutional Buyer, and understands that such Transferred
      Certificates may be resold, pledged or transferred only (a) to a person
      reasonably believed to be a Qualified Institutional Buyer that purchases
      for its own account or for the account of another Qualified Institutional
      Buyer and to whom notice is given that the resale, pledge or transfer is
      being made in reliance on Rule 144A, or (b) pursuant to another exemption
      from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust Fund created
      pursuant thereto, and (e) all related matters, that it has requested.

            3. If the Transferee proposes that the Transferred Certificates be
      registered in the name of a nominee, such nominee has completed the
      Nominee Acknowledgement below.

            4. Check one of the following:


               ______         The Transferee is a "U.S. Person" and it has
                              attached hereto an Internal Revenue Service
                              ("IRS") Form W-9 (or successor form).

                                     F-2A-1

<PAGE>

               ______         The Transferee 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
                              Certificate Registrar (or its agent) with respect
                              to Distributions to be made on the Transferred
                              Certificate. The Transferee has attached hereto
                              (i) a duly executed IRS Form W-8BEN (or successor
                              form), which identifies such Purchaser as the
                              beneficial owner of the Transferred Certificate
                              and states that such Transferee is not a U.S.
                              Person, (ii) two duly executed copies of IRS Form
                              W-8IMY (and all appropriate attachment) or (iii)
                              two duly executed copies of IRS Form W-8ECI (or
                              successor form), which identify such Transferee as
                              the beneficial owner of the Transferred
                              Certificate and state that interest and original
                              issue discount on the Transferred Certificate is,
                              or is expected to be, effectively connected with a
                              U.S. trade or business. The Transferee 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 for U.S. federal income tax purposes, a corporation,
      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 or any State thereof or the District of Columbia, or an
      estate the income of which is subject to U.S. federal income taxation
      regardless of its source or a trust if a court within the United States is
      able to exercise privacy supervision over the administration of the trust
      and one or more such U.S. Persons have the authority to control all
      substantial decisions of the 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).

                                          Very truly yours,

                                          ____________________________________
                                          (Transferee)

                                          By:  _______________________________
                                               Name:
                                               Title:


                                     F-2A-2

<PAGE>

                             Nominee Acknowledgement

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                          ____________________________________
                                          (Nominee)

                                          By:  _______________________________
                                               Name:
                                               Title:



                                     F-2A-3

<PAGE>



                                                         ANNEX 1 TO EXHIBIT F-2A


               QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
             [For Transferees Other Than Registered Investment Companies]


            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended, because (i) [the Transferee] [each of the Transferee's equity
      owners] owned and/or invested on a discretionary basis
      $______________________(1) in securities (other than the excluded
      securities referred to below) as of the end of such entity's most recent
      fiscal year (such amount being calculated in accordance with Rule 144A)
      and (ii) the Transferee satisfies the criteria in the category marked
      below.

      _____       Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

      _____       Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

      _____       Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a state or federal authority having
                  supervision over any such institutions, or is a foreign
                  savings and loan association or equivalent institution and (b)
                  has an audited net worth of at least $25,000,000 as
                  demonstrated in its latest annual financial statements, a copy
                  of which is attached hereto, as of a date not more than 16
                  months preceding the date of sale of the Transferred
                  Certificates in the case of a U.S. savings and loan
                  association, and not more than 18 months preceding such date
                  of sale in the case of a foreign savings and loan association
                  or equivalent institution.

      _____       Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.
----------

(1)   Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

                                     F-2A-4
<PAGE>

      _____       Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  state, U.S. territory or the District of Columbia.

      _____       State or Local Plan. The Transferee is a plan established and
                  maintained by a state, its political subdivisions, or any
                  agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

      _____       ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

      _____       Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940.

      _____       QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

      _____       Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1)___________________________
                  ____________________________________________________________
                  ____________________________________________________________.

            3. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee did not include (i) securities of issuers that are affiliated
      with such Person, (ii) securities that are part of an unsold allotment to
      or subscription by such Person, if such Person is a dealer, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee used the cost of such securities to such Person, unless such
      Person reports its securities holdings in its financial statements on the
      basis of their market value, and no current information with respect to
      the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of such Person, but only if such subsidiaries are consolidated with such
      Person in its financial statements prepared in accordance with generally
      accepted accounting principles and if the investments of such subsidiaries
      are managed under such Person's direction. However, such securities were
      not included if such Person is a majority-owned, consolidated subsidiary
      of another enterprise and such Person is not itself a reporting company
      under the Securities Exchange Act of 1934, as amended.

            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee may be in reliance on Rule
      144A.

            ___   ___       Will the Transferee be purchasing the Transferred
            Yes   No        Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by


                                     F-2A-5
<PAGE>


      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.

            8. Capitalized terms used but not defined herein have the respective
      meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
      to which the Transferred Certificates were issued.

                                          ____________________________________
                                          Print Name of Transferee


                                          By:  _______________________________
                                               Name:
                                               Title:
                                               Date:

                                     F-2A-6
<PAGE>



                                                         ANNEX 2 TO EXHIBIT F-2A

               QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
              [For Transferees That Are Registered Investment Companies]


            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A ("Rule 144A") under the Securities
      Act of 1933, as amended, because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, and (ii) as marked below, the
      Transferee alone owned and/or invested on a discretionary basis, or the
      Transferee's Family of Investment Companies owned, at least $100,000,000
      in securities (other than the excluded securities referred to below) as of
      the end of the Transferee's most recent fiscal year. For purposes of
      determining the amount of securities owned by the Transferee or the
      Transferee's Family of Investment Companies, the cost of such securities
      was used, unless the Transferee or any member of the Transferee's Family
      of Investment Companies, as the case may be, reports its securities
      holdings in its financial statements on the basis of their market value,
      and no current information with respect to the cost of those securities
      has been published, in which case the securities of such entity were
      valued at market.

      ______      The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

      ______      The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.


                                     F-2A-7

<PAGE>


            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee will be in reliance on Rule
      144A.

            _____ _____     Will the Transferee be purchasing the Transferred
            Yes   No        Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.

            8. Capitalized terms used but not defined herein have the respective
      meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
      to which the Transferred Certificates were issued.


                                          ____________________________________
                                          Print Name of Transferee or Adviser

                                          By:  _______________________________
                                               Name:
                                               Title:
                                               Date:


                                          IF AN ADVISER:

                                          ____________________________________
                                          Print Name of Transferee


                                          Date:


                                     F-2A-8

<PAGE>

                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
               FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]


[TRUSTEE]
Attention:  Global Securities Trust Services Group--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
Mortgage Trust                200[_]-[___]

            Re:   Greenwich  Capital  Commercial  Funding  Corp.,  as depositor,
                  Commercial  Mortgage Trust  200[_]-[___],  Commercial Mortgage
                  Pass-Through Certificates,  Series 200[_]-[___],  Class _____,
                  [having an initial aggregate  [Certificate  Principal Balance]
                  [Certificate   Notional  Amount]  as  of  [___________]   (the
                  "Closing   Date")  of   $__________]   [representing  a  ____%
                  Percentage Interest in the subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of [___________], between Greenwich Capital
Commercial Funding Corp., as Depositor, [___________], as Master Servicer,
[___________], as Special Servicer and [___________], as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

            1. The Transferee is acquiring the Transferred Certificates for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Transferred Certificates
      have not been and will not be registered under the Securities Act or
      registered or qualified under any applicable state securities laws, (b)
      none of the Depositor, the Trustee or the Certificate Registrar is
      obligated so to register or qualify the Class of Certificates to which the
      Transferred Certificates belong, and (c) neither a Transferred Certificate
      nor any security issued in exchange therefor or in lieu thereof may be
      resold or transferred unless it is (i) registered pursuant to the
      Securities Act and registered or qualified pursuant to any applicable
      state securities laws or (ii) sold or transferred in transactions which
      are exempt from such registration and qualification and the Certificate
      Registrar has received: (A) a certification from the Certificateholder
      desiring to effect such transfer substantially in the form attached as
      Exhibit F-1 to the Pooling and Servicing Agreement and a certification
      from such Certificateholder's prospective transferee substantially in the
      form attached either as Exhibit F-2A to the Pooling and Servicing
      Agreement or as Exhibit F-2B to the Pooling and Servicing Agreement; or
      (B) an opinion of counsel satisfactory to the Trustee with respect to,
      among other things, the availability of such exemption from registration
      under the Securities Act, together with copies of the written
      certification(s) from the transferor and/or transferee setting forth the
      facts surrounding the transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any Transferred Certificate or interest therein, except in
      compliance with the provisions of Section 5.02 of the Pooling and


                                     F-2B-1

<PAGE>

      Servicing Agreement, which provisions it has carefully reviewed, and that
      each Transferred Certificate will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS
            DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
            HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
            ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
            5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a pledge, disposition or other transfer of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in any Transferred
      Certificate or any other similar security by means of general advertising
      or in any other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security, which (in the case of any of the acts
      described in clauses (a) through (e) above) would constitute a
      distribution of the Transferred Certificates under the Securities Act,
      would render the disposition of the Transferred Certificates a violation
      of Section 5 of the Securities Act or any state securities law or would
      require registration or qualification of the Transferred Certificates
      pursuant thereto. The Transferee will not act, nor has it authorized or
      will it authorize any person to act, in any manner set forth in the
      foregoing sentence with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security.

            5. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the Pooling and Servicing Agreement and the Trust Fund
      created pursuant thereto, (d) the nature, performance and servicing of the
      Mortgage Loans, and (e) all related matters, that it has requested.

            6. The Transferee is an "accredited investor" as defined in any of
      paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
      or an entity in which all of the equity owners come within such
      paragraphs. The Transferee has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of an investment in the Transferred Certificates; the Transferee has
      sought such accounting, legal and tax advice as it has considered
      necessary to make an

                                     F-2B-2

<PAGE>

      informed investment decision; and the Transferee is able to bear the
      economic risks of such investment and can afford a complete loss of such
      investment.

            7. If the Transferee proposes that the Transferred Certificates be
      registered in the name of a nominee, such nominee has completed the
      Nominee Acknowledgement below.

            8. Check one of the following:


               _____          The Transferee is a "U.S. Person" and it has
                              attached hereto an Internal Revenue Service
                              ("IRS") Form W-9 (or successor form).

               _____          The Transferee 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
                              Certificate Registrar (or its agent) with respect
                              to Distributions to be made on the Transferred
                              Certificate. The Transferee has attached hereto
                              (i) a duly executed IRS Form W-8BEN (or successor
                              form), which identifies such Purchaser as the
                              beneficial owner of the Transferred Certificate
                              and states that such Transferee is not a U.S.
                              Person, (ii) two duly executed copies of IRS Form
                              W-8IMY (and all appropriate attachment) or (iii)
                              two duly executed copies of IRS Form W-8ECI (or
                              successor form), which identify such Transferee as
                              the beneficial owner of the Transferred
                              Certificate and state that interest and original
                              issue discount on the Transferred Certificate is,
                              or is expected to be, effectively connected with a
                              U.S. trade or business. The Transferee 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 for U.S. federal income tax purposes, a corporation,
      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 or any State thereof or the District of Columbia, or an
      estate the income of which is subject to U.S. federal income taxation
      regardless of its source or a trust if a court within the United States is
      able to exercise privacy supervision over the administration of the trust
      and one or more such U.S. Persons have the authority to control all
      substantial decisions of the 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).


                                     F-2B-3
<PAGE>


                                          Very truly yours,

                                          ____________________________________
                                          (Transferee)

                                          By:  _______________________________
                                               Name:
                                               Title:


                             Nominee Acknowledgement
                             -----------------------


            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                          ____________________________________
                                          (Nominee)

                                          By:  _______________________________
                                               Name:
                                               Title:


                                     F-2B-4
<PAGE>


                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

            Re:   Greenwich  Capital  Commercial  Funding  Corp.,  as depositor,
                  Commercial  Mortgage Trust  200[_]-[___],  Commercial Mortgage
                  Pass-Through Certificates,  Series 200[_]-[___],  Class _____,
                  having an initial aggregate  [Certificate  Principal  Balance]
                  [Certificate   Notional  Amount]  as  of  [___________]   (the
                  "Closing Date") of $__________

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of [___________], between Greenwich Capital Commercial
Funding Corp., as Depositor, [___________], as Master Servicer, [___________],
as Special Servicer and [___________], as Trustee. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to and agrees with you, and for the benefit of the Depositor, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer
      to it of the Transferor's interest in the Transferred Certificates is
      being made in reliance on Rule 144A. The Transferee is acquiring such
      interest in the Transferred Certificates for its own account or for the
      account of another Qualified Institutional Buyer.

            2. The Transferee understands that (a) the Transferred Certificates
      have not been and will not be registered under the Securities Act or
      registered or qualified under any applicable state securities laws, (b)
      none of the Depositor, the Trustee or the Certificate Registrar is
      obligated so to register or qualify the Transferred Certificates and (c)
      no interest in the Transferred Certificates may be resold or transferred
      unless (i) such Certificates are registered pursuant to the Securities Act
      and registered or qualified pursuant any applicable state securities laws,
      or (ii) such interest is sold or transferred in a transaction which is
      exempt from such registration and qualification and the Transferor
      desiring to effect such transfer has received (A) a certificate from such
      Certificate Owner's prospective transferee substantially in the form
      attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
      opinion of counsel to the effect that, among other things, such
      prospective transferee is a Qualified Institutional Buyer and such
      transfer may be made without registration under the Securities Act.

                                     F-2C-1

<PAGE>

            3. The Transferee understands that it may not sell or otherwise
      transfer the Transferred Certificates or any interest therein except in
      compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificates will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
            OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
            CODE OF 1986 (THE "CODE"), OR ANY MATERIALLY SIMILAR PROVISION OF
            APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS
            DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
            HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
            ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
            5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            4. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust Fund created
      pursuant thereto, (e) any credit enhancement mechanism associated with the
      Transferred Certificates, and (f) all related matters, that it has
      requested.

                                          Very truly yours,

                                          ____________________________________
                                          (Transferee)

                                          By:  _______________________________
                                               Name:
                                               Title:


                                     F-2C-2
<PAGE>


                                                         ANNEX 1 TO EXHIBIT F-2C


               QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
             [For Transferees other than Registered Investment Companies]


            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Greenwich Capital Commercial Funding
Corp. with respect to the mortgage pass-through certificates being transferred
in book-entry form (the "Transferred Certificates") as described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity acquiring interests in the Transferred Certificates
      (the "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) [the Transferee] [each of the Transferee's
      equity owners] owned and/or invested on a discretionary basis
      $____________(2) in securities (other than the excluded securities
      referred to below) as of the end of such entity's most recent fiscal year
      (such amount being calculated in accordance with Rule 144A) and (ii) the
      Transferee satisfies the criteria in the category marked below.

      _____       Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

      _____       Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

      _____       Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a state or federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. savings and loan association, and not more
                  than 18 months preceding such date of sale in the case of a
                  foreign savings and loan association or equivalent
                  institution.

----------

(2)   Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

                                     F-2C-3

<PAGE>

      _____       Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

      _____       Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  state, U.S. territory or the District of Columbia.

      _____       State or Local Plan. The Transferee is a plan established and
                  maintained by a state, its political subdivisions, or any
                  agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

      ___         ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

      ___         Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

      ___         QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

      ___         Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee did not include (i) securities of issuers that are affiliated
      with such Person, (ii) securities that are part of an unsold allotment to
      or subscription by such Person, if such Person is a dealer, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee used the cost of such securities to such Person, unless such
      Person reports its securities holdings in its financial statements on the
      basis of their market value, and no current information with respect to
      the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of such Person, but only if such subsidiaries are consolidated with such
      Person in its financial statements prepared in accordance with generally
      accepted accounting principles and if the investments of such subsidiaries
      are managed under such Person's direction. However, such securities were
      not included if such Person is a majority-owned, consolidated subsidiary
      of another enterprise and such Person is not itself a reporting company
      under the Securities Exchange Act of 1934, as amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificates are relying and will continue to rely on the
      statements made herein because one or more Transfers to the Transferee may
      be in reliance on Rule 144A.

            ___   ___      Will the Transferee be acquiring interests in the
            Yes   No       Transferred Certificates only for the Transferee's
                           own account?

                                     F-2C-4
<PAGE>


            6. If the answer to the foregoing question is "no," then in each
      case where the Transferee is acquiring any interest in the Transferred
      Certificates for an account other than its own, such account belongs to a
      third party that is itself a "qualified institutional buyer" within the
      meaning of Rule 144A, and the "qualified institutional buyer" status of
      such third party has been established by the Transferee through one or
      more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's acquisition of any
      interest in of the Transferred Certificates will constitute a
      reaffirmation of this certification as of the date of such acquisition. In
      addition, if the Transferee is a bank or savings and loan as provided
      above, the Transferee agrees that it will furnish to such parties any
      updated annual financial statements that become available on or before the
      date of such acquisition, promptly after they become available.

            8. Capitalized terms used but not defined herein have the meanings
      ascribed thereto in the Pooling and Servicing Agreement pursuant to which
      the Transferred Certificates were issued.

                                          ____________________________________
                                          (Transferee)

                                          By:  _______________________________
                                               Name:
                                               Title:
                                               Date:

                                     F-2C-5

<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2C


               QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
              [For Transferees that are Registered Investment Companies]


            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Greenwich Capital Commercial Funding
Corp. with respect to the mortgage pass-through certificates being transferred
in book-entry form (the "Transferred Certificates") as described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity acquired interests the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A"), because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

      ____              The Transferee owned and/or invested on a discretionary
                        basis $___________________ in securities (other than the
                        excluded securities referred to below) as of the end of
                        the Transferee's most recent fiscal year (such amount
                        being calculated in accordance with Rule 144A).

      ____              The Transferee is part of a Family of Investment
                        Companies which owned in the aggregate $______________
                        in securities (other than the excluded securities
                        referred to below) as of the end of the Transferee's
                        most recent fiscal year (such amount being calculated in
                        accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.


                                     F-2C-6

<PAGE>

            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more Transfers to the Transferee will be in reliance on
      Rule 144A.

            ___   ___    Will the Transferee be acquiring interests in the
            Yes   No     Transferred Certificates only for the Transferee's
                         own account?

            6. If the answer to the foregoing question is "no," then in each
      case where the Transferee is acquiring any interest in the Transferred
      Certificates for an account other than its own, such account belongs to a
      third party that is itself a "qualified institutional buyer" within the
      meaning of Rule 144A, and the "qualified institutional buyer" status of
      such third party has been established by the Transferee through one or
      more of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's acquisition of any interest in
      the Transferred Certificates will constitute a reaffirmation of this
      certification by the undersigned as of the date of such acquisition.

            8. Capitalized terms used but not defined herein have the meanings
      ascribed thereto in the Pooling and Servicing Agreement pursuant to which
      the Transferred Certificates were issued.




                                          ____________________________________
                                          (Transferee or Adviser)

                                          By:  _______________________________
                                               Name:
                                               Title:
                                               Date:


                                          IF AN ADVISER:

                                          ____________________________________
                                          Print Name of Transferee


                                          Date:

                                     F-2C-7

<PAGE>


                               EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

            Re:   Greenwich  Capital  Commercial  Funding  Corp.,  as depositor,
                  Commercial  Mortgage Trust  200[_]-[___],  Commercial Mortgage
                  Pass-Through Certificates,  Series 200[_]-[___],  Class _____,
                  having an initial aggregate  [Certificate  Principal  Balance]
                  [Certificate   Notional  Amount]  as  of  [___________]   (the
                  "Closing Date") of $__________

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of [___________], between Greenwich Capital Commercial
Funding Corp., as Depositor, [___________], as Master Servicer, [___________],
as Special Servicer and [___________], as Trustee. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to and agrees with you, and for the benefit of the Depositor, that
the Transferee is not a United States Securities Person.

            For purposes of this certification, "United States Securities
Person" means (i) any natural person resident in the United States, (ii) any
partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or administrator is a
United States Securities Person, other than any estate of which any professional
fiduciary acting as executor or administrator is a United States Securities
Person if an executor or administrator of the estate who is not a United States
Securities Person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law, (iv) any trust
of which any trustee is a United States Securities Person, other than a trust of
which any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development

                                     F-2D-1
<PAGE>

Bank, the United Nations and their agencies, affiliates and pension plans, any
other similar international organizations, their agencies, affiliates and
pension plans shall not constitute United States Securities Persons.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

            Additionally, the Transferee hereby certifies, represents and
warrants to and agrees with you that:

            [Check one of the following:]


            _____             The Transferee is a "U.S. Person" and it has
                              attached hereto an Internal Revenue Service
                              ("IRS") Form W-9 (or successor form).

            _____             The Transferee 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
                              Certificate Registrar (or its agent) with respect
                              to Distributions to be made on the Transferred
                              Certificate. The Transferee has attached hereto
                              (i) a duly executed IRS Form W-8BEN (or successor
                              form), which identifies such Purchaser as the
                              beneficial owner of the Transferred Certificate
                              and states that such Transferee is not a U.S.
                              Person, (ii) two duly executed copies of IRS Form
                              W-8IMY (and all appropriate attachment) or (iii)
                              two duly executed copies of IRS Form W-8ECI (or
                              successor form), which identify such Transferee as
                              the beneficial owner of the Transferred
                              Certificate and state that interest and original
                              issue discount on the Transferred Certificate is,
                              or is expected to be, effectively connected with a
                              U.S. trade or business. The Transferee 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 for U.S. federal income tax purposes, a corporation, 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 or any
State thereof or the District of Columbia, or an estate the income of which is
subject to U.S. federal income taxation regardless of its source or a trust if a
court within the United States is able to exercise privacy supervision over the
administration of the trust and one or more such U.S. Persons have the authority
to control all substantial decisions of the 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).

Dated:  __________, _____


                       By:_____________________________________________________
                          As, or agent for, the beneficial owner(s)
                          of the Certificates to which this certificate relates.


                                     F-2D-2

<PAGE>


                                    EXHIBIT G

                        FORM I OF TRANSFEREE CERTIFICATE
          IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)

                                     [Date]

[TRUSTEE]
Attention:  Global Securities Trust Services Group--
            Greenwich Capital Commercial Funding Corp., Series 200[_]-[___]

            Re:   Greenwich Capital Commercial Funding Corp., Commercial
                  Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through
                  Certificates, Series 200[_]-[___], Class _____, having an
                  initial aggregate [Certificate Principal Balance] [Certificate
                  Notional Amount] [Percentage Interest] as of [___________]
                  (the "Issue Date") of [$__________] [__________%]

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of [____________], between Greenwich Capital
Commercial Funding Corp., as Depositor, [____________], as Master Servicer,
[____________], as Special Servicer and [___________], as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

      The Transferee 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) 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 a Class XK Certificate or a Residual Interest Certificate,
an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of Privately Offered 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.

      Except in the case of the Residual Interest Certificates, which may not be
transferred to a Plan or any person acting on behalf of or using the assets of a
Plan, the Transferee understands that if the Transferee is a Person referred to
in 1(a) or (b) above, such Transferee 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 Transferee 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 Certificate Registrar, the Master Servicer, the Special Servicer, 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 Pooling and Servicing
Agreement, which Opinion of Counsel shall not be at the expense of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Initial
Purchasers, the Certificate Registrar or the Trust Fund.


                                      G-1

<PAGE>


IN WITNESS WHEREOF, the Transferee hereby executes this ERISA representation
letter on the ___ day of [______________], 20[__].


                                       Very truly yours,

                                       ______________________________________
                                       (Transferee)


                                       By: ___________________________________
                                       Name: _________________________________
                                       Title: ________________________________



                                      G-2
<PAGE>

                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(A) and 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


            Re:   Greenwich  Capital  Commercial  Funding  Corp.,  as depositor,
                  Commercial  Mortgage Trust  200[_]-[___],  Commercial Mortgage
                  Pass-Through    Certificates,    Series    200[_]-[___]   (the
                  "Certificates"),  issued pursuant to the Pooling and Servicing
                  Agreement  (the "Pooling and Servicing  Agreement"),  dated as
                  of [___________],  among Greenwich Capital  Commercial Funding
                  Corp.  as  Depositor,   [___________]   as  Master   Servicer,
                  [___________]  as  Special   Servicer  and   [___________]  as
                  Trustee


STATE OF             )
                     )  ss.:  ____________________
COUNTY OF            )

            I, _________________________, under penalties of perjury, declare
that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:

            1. I am a __________________________ of
______________________________ (the "Purchaser"), on behalf of which I have the
authority to make this affidavit.

            2. The Purchaser is acquiring [Class R-I] [Class R-II] Certificates
representing ________% of the residual interest in each of two real estate
mortgage investment conduits (a "REMIC") designated as ["REMIC I"] ["REMIC II"],
[respectively], relating to the Certificates for which an election is to be made
under Section 860D of the Internal Revenue Code of 1986 (the "Code").

            3. The Purchaser is not a "Disqualified Organization" (as defined
below), and that the Purchaser is not acquiring the [Class R-I] [Class R-II]
Certificates for the account of, or as agent or nominee of, or with a view to
the transfer of direct or indirect record or beneficial ownership thereof, to a
Disqualified Organization. For the purposes hereof, a Disqualified Organization
is any of the following: (i) the United States, (ii) any state or political
subdivision thereof, (iii) any foreign government, (iv) any international
organization, (v) any agency or instrumentality of any of the foregoing, (vi)
any tax-exempt organization (other than a cooperative described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
unless such organization is subject to the tax imposed by Section 511 of the
Code, (vii) any organization described in Section 1381(a)(2)(C) of the Code, or
(viii) any other entity designated as a "disqualified organization" by relevant
legislation amending the REMIC Provisions and in effect at or proposed to be
effective as of the time of determination. In addition, a corporation will not
be treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
(except for the Federal Home Loan Mortgage Corporation) and a majority of its
board of directors is not selected by such governmental unit. The terms "United
States" and "international organization" shall have the meanings set forth in
Section 7701 of the Code.

            4. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

                                     H-1-1

<PAGE>

            5. The Purchaser will not cause the income from the [Class R-I]
[Class R-II] Certificates to be attributable to a foreign permanent
establishment or fixed base (within the meaning of any applicable income tax
treaty between the United States and any foreign jurisdiction) of a United
States Tax Person.

            6. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] Certificates to a Disqualified Organization.

            7. No purpose of the acquisition of the [Class R-I] [Class R-II]
Certificates is to impede the assessment or collection of tax.

            8. Check one of the following:


[ ] The present value of the anticipated tax liabilities associated with holding
the [Class R-I] [Class R-II] Certificate does not exceed the sum of:

            (i)   the present value of any consideration given to the Purchaser
                  to acquire such [Class R-I] [Class R-II] Certificate;

            (ii)  the present value of the expected future distributions on such
                  [Class R-I] [Class R-II] Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such [Class R-I] [Class R-II] Certificate as the
                  related REMIC generates losses.

For purposes of this calculation, (i) the Purchaser 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 Purchaser 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
Purchaser.

[ ] The transfer of the [Class R-I] [Class R-II] Certificates comply with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Purchaser is an "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
                  income from the [Class R-I] [Class R-II] Certificates will
                  only be taxed in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Purchaser's two fiscal years preceding the year of the
                  transfer, the Purchaser had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Purchaser within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Purchaser will transfer the [Class R-I] [Class R-II]
                  Certificates 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 Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
                  Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and

             (iv) the Purchaser determined the consideration paid to it to
                  acquire the [Class R-I] [Class R-II] Certificates based on
                  reasonable market assumptions (including, but not limited to,
                  borrowing and investment rates, prepayment and loss
                  assumptions, expense and


                                     H-1-2
<PAGE>

                  reinvestment assumptions, tax rates and other factors specific
                  to the Purchaser) that it has determined in good faith.

[ ]     None of the above.

            9. [Check the statement that applies]

[ ] The Purchaser is a "United States person" as defined in Section 7701(a) of
the Code and the regulations promulgated thereunder (the Purchaser's U.S.
taxpayer identification number is __________). The Purchaser is not classified
as a partnership under the Code (or, if so classified, all of its beneficial
owners are United States persons);

            or

[ ] The Purchaser is not a United States person. However, the Purchaser:

                  (a) conducts a trade or business within the United States and,
      for purposes of Treasury regulation section 1.860G-3(a)(3), is subject to
      tax under Section 882 of the Code;

                  (b) understands that, for purposes of Treasury regulation
      section 1.860E-1(c)(4)(ii), as a holder of a [Class R-I] [Class R-II]
      Certificate for United States federal income tax purposes, it may incur
      tax liabilities in excess of any cash flows generated by such [Class R-I]
      [Class R-II] Certificate;

                  (c) intends to pay the taxes associated with holding a [Class
      R-I] [Class R-II] Certificate;

                  (d) is not classified as a partnership under the Code (or, if
      so classified, all of its beneficial owners either satisfy clauses (a),
      (b) and (c) of this sentence or are United States persons); and

                  (e) has furnished the Transferor and the Trustee with an
      effective IRS Form W-8ECI or successor form and will update such form as
      may be required under the applicable Treasury regulations.

                  9. The Purchaser 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 Purchaser intends to pay taxes associated with holding the [Class R-I]
      [Class R-II] Certificates as they become due.

                  10. The Purchaser understands that it may incur tax
      liabilities with respect to the [Class R-I] [Class R-II] Certificates in
      excess of any cash flows generated by such Certificates.

                  11. The Purchaser will not transfer the [Class R-I] [Class
      R-II] Certificates to any person or entity as to which the Purchaser has
      not received an affidavit substantially in the form of this affidavit or
      to any person or entity as to which the Purchaser has actual knowledge
      that the requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof are
      not satisfied, or to any person or entity with respect to which the
      Purchaser has not (at the time of such transfer) satisfied the
      requirements under the Code to conduct a reasonable investigation of the
      financial condition of such person or entity (or its current beneficial
      owners if such person or entity is classified as a partnership under the
      Code).

                  12. The Purchaser agrees to such amendments of the Pooling and
      Servicing Agreement as may be required to further effectuate the
      prohibition against transferring the [Class R-I] [Class R-II] Certificates
      to a Disqualified Organization, an agent thereof or a person that does not
      satisfy the requirements of paragraphs 4, 5, 7 and 9.

                                     H-1-3

<PAGE>

                  13. The Purchaser consents to the designation of the Trustee
      as the agent of the Tax Matters Person of [REMIC I] [REMIC II] pursuant to
      Section 10.01(d) of the Pooling and Servicing Agreement.

            Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this ___ day of
__________________.

                                       By:  _______________________
                                            Name:
                                            Title:

            Personally appeared before me ___________________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be a_______________________ of the Purchaser, and acknowledged to me that he/she
executed the same as his/her free act and deed and as the free act and deed of
the Purchaser.


                                          Subscribed and sworn before me this
                                          ____ day of _______________.


                                          ___________________________________
                                          Notary Public


                                     H-1-4

<PAGE>

                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES


                                     [Date]


[TRUSTEE]
Attention:  Global Securities Trust Services Group--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
Mortgage Trust                200[_]-[___]

            Re:   Greenwich  Capital  Commercial  Funding  Corp.,  as depositor,
                  Commercial  Mortgage Trust  200[_]-[___],  Commercial Mortgage
                  Pass-Through    Certificates,    Series    200[_]-[___]   (the
                  "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] Certificates evidencing a ____% Percentage Interest in
such Class (the "Residual Interest Certificates"). The Certificates, including
the Residual Interest Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of [___________] (the "Pooling and Servicing
Agreement"), among Greenwich Capital Commercial Funding Corp., as depositor,
[___________], as master servicer, [___________], as special servicer and
[___________], as trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
      the Residual Interest Certificates by the Transferor to the Transferee is
      or will be to impede the assessment or collection of any tax.

                  2. The Transferor understands that the Transferee has
      delivered to you a Transfer Affidavit and Agreement in the form attached
      to the Pooling and Servicing Agreement as Exhibit H-1. The Transferor does
      not know or believe that any representation contained therein is false.


                                     H-2-1

<PAGE>

                  3. The Transferor has at the time of this transfer conducted a
      reasonable investigation of the financial condition of the Transferee (or
      the beneficial owners of the Transferee if it is classified as a
      partnership under the Code) as contemplated by Treasury regulation section
      1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
      has determined that the Transferee has historically paid its debts as they
      became due and has found no significant evidence to indicate that the
      Transferee will not continue to pay its debts as they become due in the
      future. The Transferor understands that the transfer of the Residual
      Interest Certificates may not be respected for United States income tax
      purposes (and the Transferor may continue to be liable for United States
      income taxes associated therewith) unless the Transferor has conducted
      such an investigation.

                                       Very truly yours,

                                       ______________________________________
                                       (Transferor)


                                       By: ___________________________________
                                       Name:
                                       Title:



                                     H-2-2

<PAGE>

                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT


                                     [Date]


[RATING AGENCIES]


Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement, dated as of [___________] and relating to
Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
200[_]-[___], Commercial Mortgage Pass-Through Certificates, Series 200[_]-[___]
(the "Agreement"). Capitalized terms used but not otherwise defined herein shall
have respective meanings assigned to them in the Agreement.

            Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.

            The designation of __________________ as Special Servicer will
become final if certain conditions are met and you deliver to _________________,
the trustee under the Agreement (the "Trustee"), written confirmation that if
the person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates.
Accordingly, such confirmation is hereby requested as soon as possible.


                                     I-1-1

<PAGE>

            Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.

                                          Very truly yours,

                                          [_______________],
                                          as Trustee

                                          By:  _______________________________
                                               Name:
                                               Title:


Receipt acknowledged:

[RATING AGENCY]


By:  ________________________________
Name:
Title:
Date:

[RATING AGENCY]


By:  ________________________________
Name:
Title:
Date:





                                     I-1-2
<PAGE>

                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER


                                     [Date]


[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[FISCAL AGENT]

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage
                  Pass-Through Certificates, Series 200[_]-[___]

Ladies and Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement,
dated as of [___________], relating to Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through
Certificates, Series 200[_]-[___] (the "Agreement"), the undersigned hereby
agrees with all the other parties to the Agreement that the undersigned shall
serve as Special Servicer under, and as defined in, the Agreement. The
undersigned hereby acknowledges that, as of the date hereof, it is and shall be
a party to the Agreement and bound thereby to the full extent indicated therein
in the capacity of Special Servicer. The undersigned hereby makes, as of the
date hereof, the representations and warranties set forth in Section 3.24 of the
Agreement, with the following corrections with respect to type of entity and
jurisdiction of organization: ____________________.


                                       By:  _______________________
                                            Name:
                                            Title:



                                     I-2-1
<PAGE>


                                    EXHIBIT J

                                    RESERVED








                                       J-1

<PAGE>

                                    EXHIBIT K

          SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                  EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE






                                       K-1

<PAGE>

                                    EXHIBIT L

                        FORM OF DEFEASANCE CERTIFICATION









                                      L-1

<PAGE>


                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN



      For loans (a) having a balance of $20,000,000 or less or a balance of
          less than 5% of outstanding pool balance, whichever is less)
                or (b) that are not then one of the ten largest
          (measured by unpaid principal balance) in the mortgage pool

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York 10041
      Attn:  Commercial Mortgage Surveillance


From: [_____________________________________], in its capacity as master
      servicer (the "Master Servicer") under the Pooling and Servicing Agreement
      dated as of [___________] (the "Pooling and Servicing Agreement"), among
      Greenwich Capital Commercial Funding Corp. as Depositor, the Master
      Servicer, [___________] as special servicer and [___________] as trustee
      (the "Trustee").


Date: _________, 20___

            Re:   Greenwich Capital Commercial Funding Corp., Commercial
                  Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through
                  Certificates Series 200[_]-[___]

            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 [Property] [Properties] identified on
the Mortgage Loan Schedule by the following name[s]: _________________________
_______________________________________________________________________________

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:

            1. 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 payments scheduled to be due in
                    respect of the entire unpaid principal balance of the
                    Mortgage Loan; or

            ____    a partial defeasance of the payments scheduled to be due in
                    respect of a portion of the unpaid principal balance of the
                    Mortgage Loan that represents ___% of the entire unpaid
                    principal balance of the Mortgage Loan and, under the
                    Mortgage, has an allocated loan amount of $____________ or
                    _______% of the entire unpaid principal balance;

            2. Certify as to each of the following, and any additional
explanatory notes set forth on Exhibit A hereto:


                                      L-2

<PAGE>

                  a. 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.

                  b. The defeasance was consummated on __________, 20__.

                  c. 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. 80a-1), (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 Standard & Poor's, (iv) if they include a principal obligation,
      provide for a predetermined fixed dollar amount of principal due at
      maturity that cannot vary or change, and (v) are not subject to
      prepayment, call or early redemption. Such securities have the
      characteristics set forth below:

            CUSIP          RATE            MAT          PAY DATES        ISSUED
            -----          ----            ---          ---------        ------


                  d. The Master Servicer received an opinion of counsel (from
      counsel approved by Master Servicer in accordance with the Servicing
      Standard) that the defeasance will not result in an Adverse REMIC Event.

                  e. The Master Servicer determined that the defeasance
      collateral will be owned by an entity (the "Defeasance Obligor") as to
      which one of the statements checked below is true:

            ____    the related Mortgagor was 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 Loan included in the pool.

            ____    the related Mortgagor designated a Single-Purpose Entity (as
                    defined in the S&P Criteria) to own the defeasance
                    collateral; or

            ____    the Master Servicer designated a Single-Purpose Entity (as
                    defined in the S&P Criteria) established for the benefit of
                    the Trust to own the defeasance collateral.

                  f. The Master Servicer received a broker or similar
      confirmation of the credit, or the accountant's letter described below
      contained statements that it reviewed a broker or similar confirmation of
      the credit, 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 the Trustee acting as a
      securities intermediary.

                  g. As securities intermediary, the Trustee is obligated 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").

                  h. The Master Servicer received from the Mortgagor 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 principal and interest payments
      made on the defeasance collateral (without taking into account any
      earnings on reinvestment of such

                                      L-3

<PAGE>

      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 or on the date when any open prepayment period set forth in
      the related Mortgage Loan documents commences), (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.

                  i. The Master Servicer received opinions from counsel, who
      were approved by the Master Servicer in accordance with the Servicing
      Standard, that (i) the agreements executed by the Mortgagor and/or the
      Defeasance Obligor in connection with the defeasance are enforceable
      against them in accordance with their terms, and (ii) the Trustee will
      have a perfected, first priority security interest in the defeasance
      collateral described above.

                  j. The agreements executed in connection with the defeasance
      (i) permit reinvestment of proceeds of the defeasance collateral only in
      Permitted Investments (as defined in the S&P Criteria), (ii) permit
      release of surplus defeasance collateral and earnings on reinvestment to
      the Defeasance Obligor or the Mortgagor only after the Mortgage Loan has
      been paid in full, if any such release is permitted, (iii) prohibit any
      subordinate liens against the defeasance collateral, and (iv) 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.

                  k. The entire unpaid principal balance of the Mortgage Loan as
      of the date of defeasance was $___________. Such Mortgage Loan (a) has a
      balance of $20,000,000 or less or a balance of less than 5% of outstanding
      pool balance or (b) is not then one of the ten largest (measured by unpaid
      principal balance) in the mortgage pool, in each such case, as of the date
      of the most recent Distribution Date Statement received by us (the
      "Current Report").

            3. 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 unpaid principal balance of the Mortgage Pool as of the date of the
Current Report.

            4. 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 described above and that originals or copies of
such agreements, instruments and opinions have been transmitted to the Trustee
for placement in the related Mortgage File or, to the extent not required to be
part of the related Mortgage File, are in the possession of the Master Servicer
as part of the Master Servicer's servicing file.

            5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement; and

            6. 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.

            7. Agree to provide copies of all items listed in Exhibit B to you
upon request.


                                      L-4

<PAGE>

            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                       [MASTER SERVICER]


                                       By: _______________________
                                           Name:
                                           Title:



                                      L-5

<PAGE>


                                    EXHIBIT M

                      Form of Sarbanes-Oxley Certification

                                  CERTIFICATION


      Re:   Greenwich Capital Commercial Funding Corp., Commercial Mortgage
            Pass-Through Certificates, Series 20__-___, issued pursuant to the
            Pooling and Servicing Agreement dated as of _____, 20__ (the
            "Pooling and Servicing Agreement") between Greenwich Capital
            Commercial Funding Corp., as depositor, [Name of Master Servicer],
            as master servicer (the "Master Servicer"), [Name of Special
            Servicer], as special servicer and [Name of Trustee], as trustee
            (the "Trustee").

      Capitalized terms used but not defined herein have the meanings set forth
in the Pooling and Servicing Agreement.

                   __________________________________________

      I, [identity of certifying individual], the senior officer in charge of
securitization of the Depositor, hereby certify that:

      1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of [Greenwich Capital Commercial Funding Corp. Trust] 20__-___ (the
"Exchange Act Periodic Reports");

      2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;

      3. Based on my knowledge, all distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act Periodic Reports;

      4. Based on my knowledge and the servicer compliance statement(s) required
in this report under Item 1123 of Regulation AB, and except as disclosed in the
Exchange Act Periodic Reports, the servicer(s) [has/have] fulfilled [its/their]
obligations under the Pooling and Servicing Agreement or the applicable
sub-servicing agreement or primary servicing agreement; and

      5. All of the 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
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties;

            o     [Name of Master Servicer];

            o     [Name of Special Servicer];

            o     [Name of Trustee]; and

            o     [names of sub-servicers]


                                      M-1

<PAGE>

Date:  [___]


                                          By _________________________________
                                             Name:
                                             Title:


                                      M-2

<PAGE>

                                   EXHIBIT N-1

                      FORM OF CERTIFICATION TO BE PROVIDED
                           TO DEPOSITOR BY THE TRUSTEE

      Re:   Commercial Mortgage Trust 20[__]-[__], Commercial Mortgage
            Pass-Through Certificates, Series 20[__]-[__] (the "Trust"), issued
            pursuant to the Pooling and Servicing Agreement, dated as of
            [__________] (the "Pooling and Servicing Agreement"), among
            Greenwich Capital Commercial Funding Corp., as Depositor,
            [__________], as Master Servicer, [__________], as Special Servicer,
            and [__________], as Trustee

            I, [identifying the certifying individual], a [title] of [TRUSTEE],
certify to Greenwich Capital Commercial Funding 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 10-D required to be filed in respect of
periods covered by that annual report on Form 10-K, of the Trust (the "Exchange
Act Periodic Reports");

            2. Based on my knowledge, the Exchange Act Periodic 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 that report on Form 10-K;

            3. Based on my knowledge, all of the distribution, servicing and
other 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 the Exchange Act Periodic Reports is included in such reports; and

            4. The report on assessment of compliance with servicing criteria
and the related attestation report on assessment of compliance with servicing
criteria required to be delivered in accordance with Section 11.10 and Section
11.11 of the pooling and servicing agreement discloses all material instances of
noncompliance with the Relevant Servicing Criteria and such assessment of
compliance with servicing criteria is fairly stated in all material respects.


Date:_____________________________________

[TRUSTEE]



By:_______________________________________
   [Name]


                                     N-1-1
<PAGE>


                                   EXHIBIT N-2

                  FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                             BY THE MASTER SERVICER

      Re:   Commercial Mortgage Trust 20[__]-[__], Commercial Mortgage
            Pass-Through Certificates, Series 20[__]-[__] (the "Trust"), issued
            pursuant to the Pooling and Servicing Agreement, dated as of
            [__________] (the "Pooling and Servicing Agreement"), by and among
            Greenwich Capital Commercial Funding Corp., as Depositor,
            [__________], as Master Servicer, [__________], as Special Servicer,
            and Wells Fargo Bank, N.A., as Trustee

            I, [identify the certifying individual], a [title] of [MASTER
SERVICER], certify to Greenwich Capital Commercial Funding 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 servicing reports relating to the trust fund
delivered by the Master Servicer to the Trustee covering the fiscal year 20__;

            2. Based on my knowledge, the servicing 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 these servicing reports;

            3. Based on my knowledge, the servicing information required to be
provided to the Trustee 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. I am responsible for reviewing the activities performed by the
Master Servicer under the pooling and servicing agreement and based upon my
knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 11.09 of the pooling and servicing
agreement with respect to the Master Servicer, and except as disclosed in such
compliance statement delivered by the Master Servicer under Section 11.09 of the
pooling and servicing agreement, the Master Servicer has fulfilled its
obligations under the pooling and servicing agreement in all material respects
in the year to which such review applies; and

            5. The report on assessment of compliance with servicing criteria
and the related attestation report on assessment of compliance with servicing
criteria required to be delivered in accordance with Section 11.10 and Section
11.11 of the pooling and servicing agreement discloses all material instances of
noncompliance with the Relevant Servicing Criteria and such assessment of
compliance with servicing criteria is fairly stated in all material respects.


Date:_____________________________________

[MASTER SERVICER]



                                     N-2-1

<PAGE>


By:_______________________________________
   [Name]



                                     N-2-2
<PAGE>


                                   EXHIBIT N-3

                  FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                             BY THE SPECIAL SERVICER

      Re:   Commercial Mortgage Trust 20[__]-[__], Commercial Mortgage
            Pass-Through Certificates, Series 20[__]-[__] (the "Trust"), issued
            pursuant to the Pooling and Servicing Agreement, dated as of
            [__________] (the "Pooling and Servicing Agreement"), among
            Greenwich Capital Commercial Funding Corp., as depositor (the
            "Depositor"), [__________], as trustee (the "Trustee"),
            [__________], as master servicer (the "Master Servicer") and
            [__________], as special servicer

            I, [identify the certifying individual], a [title] of [SPECIAL
SERVICER], certify to Greenwich Capital Commercial Funding 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. Based on my knowledge, the servicing information in the servicing
reports or information relating to the trust fund delivered by the Special
Servicer to the Master Servicer covering the fiscal year 20__, 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 these servicing reports;

            2. 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 Trustee is
included in the servicing reports delivered by the Special Servicer to the
Master Servicer;

            3. 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 compliance review conducted in preparing the servicer
compliance statement required under Section 11.09 of the pooling and servicing
agreement with respect to the Special Servicer, and except as disclosed in such
compliance statement delivered by the Special Servicer under Section 11.09 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

            4. The report on assessment of compliance with servicing criteria
and the related attestation report on assessment of compliance with servicing
criteria required to be delivered in accordance with Section 11.10 and Section
11.11 of the pooling and servicing agreement discloses all material instances of
noncompliance with the Relevant Servicing Criteria and such assessment of
compliance with servicing criteria is fairly stated in all material respects.


Date:_____________________________________

[SPECIAL SERVICER]


By:_______________________________________
[Name]
[Title]

                                      N-3-1

<PAGE>

                                    EXHIBIT O

            SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the referenced party shall
address, at a minimum, the criteria identified below as "Relevant Servicing
Criteria":


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                 RELEVANT
                                                                                                SERVICING
                                            SERVICING CRITERIA                                   CRITERIA
-----------------------------------------------------------------------------------------------------------------
     Reference                                    Criteria
-----------------------------------------------------------------------------------------------------------------
                                       General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------

<S>                  <C>                                                                     <C>
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance            Trustee
                     or other triggers and events of default in accordance with the           Master Servicer
                     transaction agreements.                                                 Special Servicer
-----------------------------------------------------------------------------------------------------------------

1122(d)(1)(ii)       If any material servicing activities are outsourced to third                 Trustee
                     parties, policies and procedures are instituted to monitor the           Master Servicer
                     third party's performance and compliance with such servicing            Special Servicer
                     activities.
-----------------------------------------------------------------------------------------------------------------

1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a                   N/A
                     back-up servicer for the mortgage loans are maintained.
-----------------------------------------------------------------------------------------------------------------

1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect on the          Trustee
                     party participating in the servicing function throughout the             Master Servicer
                     reporting period in the amount of coverage required by and              Special Servicer
                     otherwise in accordance with the terms of the transaction
                     agreements.
-----------------------------------------------------------------------------------------------------------------
                                      Cash Collection and Administration
-----------------------------------------------------------------------------------------------------------------

1122(d)(2)(i)        Payments on mortgage loans are deposited into the appropriate                Trustee
                     custodial bank accounts and related bank clearing accounts no more       Master Servicer
                     than two business days following receipt, or such other number of       Special Servicer
                     days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor or to           Trustee
                     an investor are made only by authorized personnel.
-----------------------------------------------------------------------------------------------------------------

1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash flows        Master Servicer
                     or distributions, and any interest or other fees charged for such       Special Servicer
                     advances, are made, reviewed and approved as specified in the                Trustee
                     transaction agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(2)(iv)       The related accounts for the transaction, such as cash reserve               Trustee
                     accounts or accounts established as a form of                            Master Servicer
                     overcollateralization, are separately maintained (e.g., with            Special Servicer
                     respect to commingling of cash) as set forth in the transaction
                     agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(2)(v)        Each custodial account is maintained at a federally insured                  Trustee
                     depository institution as set forth in the transaction agreements.       Master Servicer
                     For purposes of this criterion, "federally insured depository           Special Servicer
                     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 Exchange Act.
-----------------------------------------------------------------------------------------------------------------

1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized                Trustee
                     access.                                                                  Master Servicer
                                                                                             Special Servicer
-----------------------------------------------------------------------------------------------------------------

1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all                      Trustee
                     asset-backed securities related bank accounts, including custodial       Master Servicer
                     accounts and related bank clearing accounts. These reconciliations      Special Servicer
                     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 of days
                     specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                      O-1
<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                 RELEVANT
                                                                                                SERVICING
                                            SERVICING CRITERIA                                   CRITERIA
-----------------------------------------------------------------------------------------------------------------
     Reference                                    Criteria
-----------------------------------------------------------------------------------------------------------------
                                      Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                                     <C>
1122(d)(3)(i)        Reports to investors, including those to be filed with the                   Trustee
                     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 the
                     Reporting Servicer.
-----------------------------------------------------------------------------------------------------------------

1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in accordance            Trustee
                     with timeframes, distribution priority and other terms set forth in
                     the transaction agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(3)(iii)      Disbursements made to an investor are posted within two business             Trustee
                     days to the Servicer's investor records, or such other number of
                     days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(3)(iv)       Amounts remitted to investors per the investor reports agree with            Trustee
                     cancelled checks, or other form of payment, or custodial bank
                     statements.
-----------------------------------------------------------------------------------------------------------------
                                          Pool Asset Administration
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(i)        Collateral or security on mortgage loans is maintained as required           Trustee
                     by the transaction agreements or related mortgage loan documents.        Master Servicer
                                                                                             Special Servicer
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(ii)       Mortgage loan and related documents are safeguarded as required by           Trustee
                     the transaction agreements
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool are               Trustee
                     made, reviewed and approved in accordance with any conditions or         Master Servicer
                     requirements in the transaction agreements.                             Special Servicer
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(iv)       Payments on mortgage loans, including any payoffs, made in               Master Servicer
                     accordance with the related mortgage loan documents are posted to       Special Servicer
                     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 with the related mortgage
                     loan documents.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(v)        The Reporting Servicer's records regarding the mortgage loans agree      Master Servicer
                     with the Reporting Servicer's records with respect to an obligor's
                     unpaid principal balance.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's              Master Servicer
                     mortgage loans (e.g., loan modifications or re-agings) are made,        Special Servicer
                     reviewed and approved by authorized personnel in accordance with
                     the transaction agreements and related pool asset documents.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans,           Special Servicer
                     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 transaction agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(viii)     Records documenting collection efforts are maintained during the         Master Servicer
                     period a mortgage loan is delinquent in accordance with the             Special Servicer
                     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 deemed temporary (e.g., illness or unemployment).
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(ix)       Adjustments to interest rates or rates of return for mortgage loans      Master Servicer
                     with variable rates are computed based on the related mortgage loan
                     documents.
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                      O-2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                 RELEVANT
                                                                                                SERVICING
                                            SERVICING CRITERIA                                   CRITERIA
-----------------------------------------------------------------------------------------------------------------
     Reference                                    Criteria
-----------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                                     <C>
1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow         Master Servicer
                     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 in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or insurance          Master Servicer
                     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 transaction agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(xii)      Any late payment penalties in connection with any payment to be          Master Servicer
                     made on behalf of an obligor are paid from the servicer's funds and
                     not charged to the obligor, unless the late payment was due to the
                     obligor's error or omission.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(xiii)     Disbursements made on behalf of an obligor are posted within two         Master Servicer
                     business days to the obligor's records maintained by the servicer,
                     or such other number of days specified in the transaction
                     agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are                Master Servicer
                     recognized and recorded in accordance with the transaction
                     agreements.
-----------------------------------------------------------------------------------------------------------------

1122(d)(4)(xv)       Any external enhancement or other support, identified in Item                  N/A
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
                     as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
</TABLE>

[NAME OF REPORTING SERVICER]


Date: _______________________________

By: _________________________________

Name: _______________________________

Title: ______________________________


                                       O-3
<PAGE>


                                    EXHIBIT P

                         ADDITIONAL FORM 10-D DISCLOSURE

-------------------------------------------------------------------------------
           Item on Form 10-D                      Party Responsible
-------------------------------------------------------------------------------
     Item 1: Distribution and Pool                     Trustee
        Performance Information                       Depositor
                                                   Master Servicer
 Any information required by Item 1121             Special Servicer
of Regulation AB which is NOT included
       on the Monthly Statement
-------------------------------------------------------------------------------
       Item 2: Legal Proceedings          (i) All parties to the Pooling and
                                              Servicing Agreement (as to
    per Item 1117 of Regulation AB        themselves), (ii) the Trustee, the
                                           Master Servicer and the Special
                                          Servicer as to the issuing entity,
                                            (iii) the Depositor as to the
                                        sponsors, any 1110(b) originator, and
                                                 any 1100(d)(1) party
-------------------------------------------------------------------------------
 Item 3: Sale of Securities and Use of                Depositor
               Proceeds
-------------------------------------------------------------------------------
     Item 4: Defaults Upon Senior                      Trustee
              Securities
-------------------------------------------------------------------------------
  Item 5: Submission of Matters to a                   Trustee
       Vote of Security Holders
-------------------------------------------------------------------------------
 Item 6: Significant Obligors of Pool                 Depositor
                Assets
-------------------------------------------------------------------------------
    Item 7: Significant Enhancement                   Depositor
         Provider Information
-------------------------------------------------------------------------------
       Item 8: Other Information         Any party responsible for disclosure
                                                  items on Form 8-K
-------------------------------------------------------------------------------
           Item 9: Exhibits                            Trustee
                                                      Depositor
-------------------------------------------------------------------------------


                                       P-1

<PAGE>


                                    EXHIBIT Q

                         ADDITIONAL FORM 10-K DISCLOSURE



-------------------------------------------------------------------------------
           Item on Form 10-K                      Party Responsible
-------------------------------------------------------------------------------
  Item 1B: Unresolved Staff Comments                  Depositor
-------------------------------------------------------------------------------
      Item 9B: Other Information         Any party responsible for disclosure
                                                  items on Form 8-K
-------------------------------------------------------------------------------
     Item 15: Exhibits, Financial                      Trustee
          Statement Schedules                         Depositor
-------------------------------------------------------------------------------
           Additional Item:               (i) All parties to the Pooling and
                                              Servicing Agreement (as to
Disclosure per Item 1117 of Regulation    themselves), (ii) the Trustee, the
                  AB                       Master Servicer and the Special
                                          Servicer as to the issuing entity,
                                            (iii) the Depositor as to the
                                         sponsor, any 1110(b) originator and
                                                 any 1100(d)(1) party
-------------------------------------------------------------------------------
           Additional Item:               (i) All parties to the Pooling and
Disclosure per Item 1119 of Regulation  Servicing Agreement as to themselves,
                  AB                    (ii) the Depositor as to the sponsor,
                                           originator, significant obligor,
                                           enhancement or support provider
-------------------------------------------------------------------------------
           Additional Item:                           Depositor
    Disclosure per Item 1112(b) of
             Regulation AB
-------------------------------------------------------------------------------
           Additional Item:                           Depositor
  Disclosure per Items 1114(b)(2) and                  Trustee
       1115(b) of Regulation AB
-------------------------------------------------------------------------------


                                       Q-1

<PAGE>


                                    EXHIBIT R

                         FORM 8-K DISCLOSURE INFORMATION


-------------------------------------------------------------------------------
           Item on Form 8-K                       Party Responsible
-------------------------------------------------------------------------------
   Item 1.01- Entry into a Material                  All parties
         Definitive Agreement
-------------------------------------------------------------------------------
 Item 1.02- Termination of a Material                All parties
         Definitive Agreement
-------------------------------------------------------------------------------
 Item 1.03- Bankruptcy or Receivership                Depositor
-------------------------------------------------------------------------------
   Item 2.04- Triggering Events that                  Depositor
    Accelerate or Increase a Direct
 Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement
-------------------------------------------------------------------------------
  Item 3.03- Material Modification to                  Trustee
      Rights of Security Holders
-------------------------------------------------------------------------------
 Item 5.03- Amendments of Articles of                 Depositor
  Incorporation or Bylaws; Change of
              Fiscal Year
-------------------------------------------------------------------------------
   Item 6.01- ABS Informational and                   Depositor
        Computational Material
-------------------------------------------------------------------------------
 Item 6.02- Change of Master Servicer,             Master Servicer
      Special Servicer or Trustee                  Special Servicer
                                                       Trustee
                                                      Depositor
-------------------------------------------------------------------------------
      Item 6.03- Change in Credit                     Depositor
    Enhancement or External Support                    Trustee
-------------------------------------------------------------------------------
 Item 6.04- Failure to Make a Required                 Trustee
             Distribution
-------------------------------------------------------------------------------
  Item 6.05- Securities Act Updating                  Depositor
              Disclosure
-------------------------------------------------------------------------------
  Item 7.01- Regulation FD Disclosure                 Depositor
-------------------------------------------------------------------------------
               Item 8.01                              Depositor
-------------------------------------------------------------------------------
               Item 9.01                              Depositor
-------------------------------------------------------------------------------


                                       R-1

<PAGE>


                                    EXHIBIT S

                       ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO [ ] AND VIA EMAIL TO [ ] AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


[TRUSTEE]

Attn: Global Securities and Trust Services Group - Commercial Mortgage Trust
20[__]-[__], Commercial Mortgage Pass-Through Certificates, Series
20[__]-[__]--SEC REPORT PROCESSING

RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

In accordance with Section [ ] of the Pooling and Servicing Agreement, dated as
of [ ], among [ ], as master servicer, [ ], as special servicer and [ ], as
trustee, the undersigned, as [ ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form
[10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:
------------------------------------------------------------





List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
--------------------------------------------------------------------







Any inquiries related to this notification should be directed to [ ], phone
number: [ ]; email address: [ ].


                                     [NAME OF PARTY],
                                       as [role]



                                      By: ___________________________________
                                          Name:
                                          Title:


                                       S-1

<PAGE>


                                    EXHIBIT T

                      SERVICING AND SUBSERVICING AGREEMENTS

            The Mortgage Loans shall be serviced by the Master Servicer. Certain
of the Mortgage Loans are subject to subservicing agreements as set forth below.

-------------------------------------------------------------------------------
|            Property Name          |              Subservicer Name           |







                                       T-1