Exhibit 4.1

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              BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.,
                                  as Depositor,

             ------------------------------------------------------,
                               as Master Servicer,

                      ------------------------------------,
                              as Special Servicer,

                       ---------------------------------,
                                   as Trustee,

                ------------------------------------------------,
                   as Paying Agent and Certificate Registrar,

                                       and

                               ------------------,
                                 as Fiscal Agent

                         POOLING AND SERVICING AGREEMENT

                            Dated as of _______, ____

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 200_-____

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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1   Definitions....................................................6
Section 1.2   Calculations Respecting Mortgage Loans........................58
Section 1.3   Calculations Respecting Accrued Interest......................58
Section 1.4   Interpretation................................................58
Section 1.5   ARD Loan......................................................59
Section 1.6   Certain Matters with respect to A/B Mortgage Loans............60


                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

Section 2.1   Conveyance of Mortgage Loans..................................61
Section 2.2   Acceptance by Trustee.........................................64
Section 2.3   Sellers' Repurchase of Mortgage Loans for Material
               Document Defects and Material Breaches of
               Representations and Warranties...............................65
Section 2.4   Representations and Warranties................................72
Section 2.5   Conveyance of Interests.......................................73

                                   ARTICLE III

                                THE CERTIFICATES

Section 3.1   The Certificates..............................................73
Section 3.2   Registration..................................................74
Section 3.3   Transfer and Exchange of Certificates.........................74
Section 3.4   Mutilated, Destroyed, Lost or Stolen Certificates.............80
Section 3.5   Persons Deemed Owners.........................................80
Section 3.6   Access to List of Certificateholders' Names and Addresses.....81
Section 3.7   Book-Entry Certificates.......................................81
Section 3.8   Notices to Clearing Agency....................................84
Section 3.9   Definitive Certificates.......................................84

                                      -i-
<PAGE>

                                   ARTICLE IV

                                    ADVANCES

Section 4.1   P&I Advances by Master Servicer...............................85
Section 4.2   Servicing Advances............................................86
Section 4.3   Advances by the Trustee and the Fiscal Agent..................86
Section 4.4   Evidence of Nonrecoverability.................................87
Section 4.5   Interest on Advances; Calculation of Outstanding Advances
               with Respect to a Mortgage Loan..............................88
Section 4.6   Reimbursement of Advances and Advance Interest................88
Section 4.7   Fiscal Agent Termination Event................................90
Section 4.8   Procedure Upon Termination Event..............................90
Section 4.9   Merger or Consolidation of Fiscal Agent.......................91
Section 4.10  Limitation on Liability of the Fiscal Agent and Others........91
Section 4.11  Indemnification of Fiscal Agent...............................92


                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

Section 5.1   Collections...................................................92
Section 5.2   Application of Funds in the Certificate Account and
               Interest Reserve Account.....................................96
Section 5.3   Distribution Account and Reserve Account.....................101
Section 5.4   Paying Agent Reports.........................................102
Section 5.5   Paying Agent Tax Reports.....................................104


                                   ARTICLE VI

                                  DISTRIBUTIONS

Section 6.1   Distributions Generally......................................104
Section 6.2   REMIC I......................................................105
Section 6.3   REMIC II.....................................................105
Section 6.4   Reserved.....................................................111
Section 6.5   REMIC III....................................................111
Section 6.6   Allocation of Realized Losses, Expense Losses and
               Shortfalls Due to Nonrecoverability.........................116
Section 6.7   Net Aggregate Prepayment Interest Shortfalls.................118
Section 6.8   Adjustment of Servicing Fees.................................119
Section 6.9   Appraisal Reductions.........................................119
Section 6.10  Compliance with Withholding Requirements.....................119
Section 6.11  Prepayment Premiums..........................................120


                                      -ii-
<PAGE>

                                   ARTICLE VII

 CONCERNING THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT AND THE LUXEMBOURG
                                  PAYING AGENT

Section 7.1   Duties of the Trustee, the Fiscal Agent and the Paying
               Agent.......................................................120
Section 7.2   Certain Matters Affecting the Trustee, the Fiscal Agent
               and the Paying Agent........................................122
Section 7.3   The Trustee, the Fiscal Agent and the Paying Agent Not
               Liable for Certificates or Interests or Mortgage Loans......124
Section 7.4   The Trustee, the Fiscal Agent and the Paying Agent May
               Own Certificates............................................126
Section 7.5   Eligibility Requirements for the Trustee, the Fiscal
               Agent and the Paying Agent..................................126
Section 7.6   Resignation and Removal of the Trustee, the Fiscal Agent
               or the Paying Agent.........................................126
Section 7.7   Successor Trustee, Fiscal Agent or Paying Agent..............128
Section 7.8   Merger or Consolidation of Trustee, Fiscal Agent or
               Paying Agent................................................129
Section 7.9   Appointment of Co-Trustee, Separate Trustee, Agents or
               Custodian...................................................129
Section 7.10  Authenticating Agents........................................132
Section 7.11  Indemnification of Trustee, the Fiscal Agent and the
               Paying Agent................................................132
Section 7.12  Fees and Expenses of Trustee, the Fiscal Agent and the
               Paying Agent................................................134
Section 7.13  Collection of Moneys.........................................135
Section 7.14  Trustee to Act; Appointment of Successor.....................135
Section 7.15  Notification to Holders......................................137
Section 7.16  Representations and Warranties of the Trustee, the Fiscal
               Agent and the Paying Agent..................................137
Section 7.17  Fidelity Bond and Errors and Omissions Insurance Policy
               Maintained by the Trustee, the Fiscal Agent and the
               Paying Agent................................................140
Section 7.18  Appointment of Luxembourg Paying Agent; Notification to
               Certificateholders..........................................141


                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1   Servicing Standard; Servicing Duties.........................142
Section 8.2   Fidelity Bond and Errors and Omissions Insurance Policy
               Maintained by the Master Servicer...........................143
Section 8.3   Master Servicer's General Power and Duties...................143
Section 8.4   Primary Servicing and Sub-Servicing..........................149
Section 8.5   Servicers May Own Certificates...............................151
Section 8.6   Maintenance of Hazard Insurance, Other Insurance, Taxes
               and Other...................................................151
Section 8.7   Enforcement of Due-On-Sale Clauses; Assumption
               Agreements; Due-On-Encumbrance Clause.......................153
Section 8.8   Trustee to Cooperate; Release of Trustee Mortgage Files......157


                                     -iii-
<PAGE>

Section 8.9   Documents, Records and Funds in Possession of Master
               Servicer to Be Held for the Trustee for the Benefit of
               the Certificateholders......................................158
Section 8.10  Servicing Compensation.......................................158
Section 8.11  Master Servicer Reports; Account Statements..................159
Section 8.12  Annual Statement as to Compliance............................162
Section 8.13  Annual Independent Public Accountants' Servicing Report......162
Section 8.14  Operating Statement Analysis Reports Regarding the
               Mortgaged Properties........................................162
Section 8.15  Other Available Information and Certain Rights of the
               Master Servicer.............................................163
Section 8.16  Rule 144A Information........................................165
Section 8.17  Inspections..................................................166
Section 8.18  Modifications, Waivers, Amendments, Extensions and
               Consents....................................................166
Section 8.19  Specially Serviced Mortgage Loans............................169
Section 8.20  Representations, Warranties and Covenants of the Master
               Servicer....................................................170
Section 8.21  Merger or Consolidation......................................171
Section 8.22  Resignation of Master Servicer...............................172
Section 8.23  Assignment or Delegation of Duties by Master Servicer........172
Section 8.24  Limitation on Liability of the Master Servicer and Others....173
Section 8.25  Indemnification; Third-Party Claims..........................175
Section 8.26  Exchange Act Reporting.......................................177
Section 8.27  Compliance with REMIC Provisions.............................178
Section 8.28  Termination..................................................178
Section 8.29  Procedure Upon Termination...................................180


                                   ARTICLE IX

        ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                              BY SPECIAL SERVICER

Section 9.1   Duties of Special Servicer...................................183
Section 9.2   Fidelity Bond and Errors and Omissions Insurance Policy
               of Special Servicer.........................................184
Section 9.3   Sub-Servicers................................................184
Section 9.4   Special Servicer General Powers and Duties...................185
Section 9.5   "Due-on-Sale" Clauses; Assignment and Assumption
               Agreements; Modifications of Specially Serviced Mortgage
               Loans; Due-On-Encumbrance Clauses...........................186
Section 9.6   Release of Mortgage Files....................................190
Section 9.7   Documents, Records and Funds in Possession of Special
               Servicer to Be Held for the Trustee.........................191
Section 9.8   Representations, Warranties and Covenants of the Special
               Servicer....................................................192
Section 9.9   Standard Hazard, Flood and Comprehensive General
               Liability Insurance Policies................................193
Section 9.10  Presentment of Claims and Collection of Proceeds.............195
Section 9.11  Compensation to the Special Servicer.........................195
Section 9.12  Realization Upon Defaulted Mortgage Loans....................196


                                      -iv-
<PAGE>

Section 9.13  Foreclosure..................................................198
Section 9.14  Operation of REO Property....................................199
Section 9.15  Sale of REO Property.........................................202
Section 9.16  Realization on Collateral Security...........................203
Section 9.17  Reserved.....................................................203
Section 9.18  Annual Officer's Certificate as to Compliance................203
Section 9.19  Annual Independent Accountants' Servicing Report.............204
Section 9.20  Merger or Consolidation......................................204
Section 9.21  Resignation of Special Servicer..............................204
Section 9.22  Assignment or Delegation of Duties by Special Servicer.......205
Section 9.23  Limitation on Liability of the Special Servicer and
               Others......................................................206
Section 9.24  Indemnification; Third-Party Claims..........................208
Section 9.25  Reserved.....................................................209
Section 9.26  Special Servicer May Own Certificates........................209
Section 9.27  Tax Reporting................................................209
Section 9.28  Application of Funds Received................................210
Section 9.29  Compliance with REMIC Provisions.............................210
Section 9.30  Termination..................................................210
Section 9.31  Procedure Upon Termination...................................212
Section 9.32  Certain Special Servicer Reports.............................214
Section 9.33  Special Servicer to Cooperate with the Master Servicer
               and Paying Agent............................................215
Section 9.34  Reserved.....................................................216
Section 9.35  Reserved.....................................................216
Section 9.36  Sale of Defaulted Mortgage Loans.............................216
Section 9.37  Operating Adviser; Elections.................................219
Section 9.38  Limitation on Liability of Operating Adviser.................220
Section 9.39  Duties of Operating Adviser..................................220
Section 9.40  Rights of the Holder of a B Note.............................221


                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

Section 10.1  Termination of Trust Upon Repurchase or Liquidation of
               All Mortgage Loans..........................................223
Section 10.2  Procedure Upon Termination of Trust..........................224
Section 10.3  Additional Trust Termination Requirements....................225


                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

Section 11.1  Limitation on Rights of Holders..............................226
Section 11.2  Access to List of Holders....................................227
Section 11.3  Acts of Holders of Certificates..............................228


                                      -v-
<PAGE>

                                   ARTICLE XII

                              REMIC ADMINISTRATION

Section 12.1  REMIC Administration.........................................229
Section 12.2  Prohibited Transactions and Activities.......................234
Section 12.3  Modifications of Mortgage Loans..............................234
Section 12.4  Liability with Respect to Certain Taxes and Loss of REMIC
               Status......................................................235
Section 12.5  Grantor Trust Reporting......................................235


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

Section 13.1  Binding Nature of Agreement..................................235
Section 13.2  Entire Agreement.............................................236
Section 13.3  Amendment....................................................236
Section 13.4  GOVERNING LAW................................................238
Section 13.5  Notices......................................................238
Section 13.6  Severability of Provisions...................................239
Section 13.7  Indulgences; No Waivers......................................239
Section 13.8  Headings Not to Affect Interpretation........................239
Section 13.9  Benefits of Agreement........................................239
Section 13.10 Special Notices to the Rating Agencies.......................239
Section 13.11 Counterparts.................................................241
Section 13.12 Intention of Parties.........................................241
Section 13.13 Recordation of Agreement.....................................242
Section 13.14 Rating Agency Monitoring Fees................................242
Section 13.15 Acknowledgement by Primary Servicers.........................243


                                      -vi-
<PAGE>

                             EXHIBITS AND SCHEDULES

EXHIBIT A-1       Form of [Class A-1] Certificate
EXHIBIT A-2       Form of [Class A-2] Certificate
EXHIBIT A-3       Form of [Class A-3] Certificate
EXHIBIT A-4       Form of [Class A-4] Certificate
EXHIBIT A-5       Form of [Class B] Certificate
EXHIBIT A-6       Form of [Class C] Certificate
EXHIBIT A-7       Form of [Class D] Certificate
EXHIBIT A-8       Form of [Class E] Certificate
EXHIBIT A-9       Form of [Class F] Certificate
EXHIBIT A-10      Form of [Class G] Certificate
EXHIBIT A-11      Form of [Class H] Certificate
EXHIBIT A-12      Form of [Class J] Certificate
EXHIBIT A-13      Form of [Class K] Certificate
EXHIBIT A-14      Form of [Class L] Certificate
EXHIBIT A-15      Form of [Class M] Certificate
EXHIBIT A-16      Form of [Class N] Certificate
EXHIBIT A-17      Form of [Class R-I] Certificate
EXHIBIT A-18      Form of [Class R-II] Certificate
EXHIBIT A-19      Form of [Class R-III] Certificate
EXHIBIT A-20      Form of [Class X-1] Certificate
EXHIBIT A-21      Form of [Class X-2] Certificate
EXHIBIT B-1       Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2       Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C         Form of Request for Release
EXHIBIT D-1       Form of Transferor Certificate for Transfers to Definitive
                  Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A      Form I of Transferee Certificate for Transfers of
                  Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B      Form II of Transferee Certificate for Transfers of
                  Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3A      Form I of Transferee Certificate for Transfers of Interests
                  in Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3B      Form II of Transferee Certificate for Transfers of
                  Interests in Book-Entry Privately Offered Certificates
                  (Section 3.3(c))
EXHIBIT E-1       Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT E-2       Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT F         Form of Regulation S Certificate
EXHIBIT G-1       Form of Primary Servicing Agreement
EXHIBIT G-2       Reserved
EXHIBIT H         Form of Exchange Certification
EXHIBIT I         Form of EUROCLEAR or Clearstream Certificate (Section 3.7(d)
EXHIBIT J         List of Loans as to Which Excess Servicing Fees Are Paid
                  ("Excess Servicing Fee")
EXHIBIT K-1       Reserved


                                     -vii-
<PAGE>

EXHIBIT K-2       Form of Mortgage Loan Purchase Agreement II (___________)
EXHIBIT K-3       Form of Mortgage Loan Purchase Agreement III (_________)
EXHIBIT K-4       Form of Mortgage Loan Purchase Agreement IV ([BSF])
EXHIBIT K-5       Form of Mortgage Loan Purchase Agreement V (_______)
EXHIBIT L         Form of Inspection Report
EXHIBIT M         Form of Monthly Certificateholders Reports (Section 5.4(a))
EXHIBIT N         Form of Operating Statement Analysis Report
EXHIBIT O         Reserved
EXHIBIT P         Reserved
EXHIBIT Q         Reserved
EXHIBIT R         Reserved
EXHIBIT S-1       Form of Power of Attorney to Master Servicer (Section
                  8.3(c))
EXHIBIT S-2       Form of Power of Attorney to Special Servicer (Section
                  9.4(a)
EXHIBIT T         Form of Debt Service Coverage Ratio Procedures
EXHIBIT U         Form of Assignment and Assumption Submission to Special
                  Servicer (Section 8.7(a))
EXHIBIT V         Form of Additional Lien, Monetary Encumbrance and Mezzanine
                  Financing Submission Package to the Special Servicer
                  (Section 8.7(e))
EXHIBIT W         Restricted Servicer Reports
EXHIBIT X         Unrestricted Servicer Reports
EXHIBIT Y         Investor Certificate (Section 5.4(a))
EXHIBIT Z         Form of Notice and Certification (Section 8.3(h))
EXHIBIT AA        Form of ___________ primary servicing agreement (Section
                  8.29(b))
SCHEDULE I        Reserved
SCHEDULE II       ___________ Loan Schedule
SCHEDULE III      _________ Loan Schedule
SCHEDULE IV       [BSF] Loan Schedule
SCHEDULE V        _______ Loan Schedule
SCHEDULE VI       List of Escrow Accounts Not Currently Eligible Accounts
                  (Section 8.3(e))
SCHEDULE VII      Certain Escrow Accounts for Which a Report Under Section
                  5.1(g) is Required
SCHEDULE VIII     List of Mortgagors that are Third-Party Beneficiaries Under
                  Section 2.3(a)
SCHEDULE IX       Rates Used in Determination of [Class X] Pass-Through Rates
                  ("[Class X-1] Strip Rate" and "[Class X-2] Strip Rate")
SCHEDULE X        Rates Used in Determination of [Class X] Pass-Through Rates
                  ("[Class X-1] Strip Rate" and "[Class X-2] Strip Rate")
SCHEDULE XI       Mortgage Loans Secured by Mortgaged Properties Covered by
                  an Environmental Insurance Policy
SCHEDULE XII      Mortgage Loans that are Earnout Loans


                                     -viii-
<PAGE>

            THIS POOLING AND SERVICING AGREEMENT is dated as of _______, 2002
(this "Agreement") between BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.,
a Delaware corporation, as depositor (the "Depositor"),
______________________________________, as master servicer (the "Master
Servicer"), ______________________________________, as special servicer (the
"Special Servicer"), ________________________________, as trustee of the Trust
(the "Trustee"), __________________, only in its capacity as a fiscal agent
pursuant to Article IV hereof (the "Fiscal Agent"), and
________________________________________________, only in its capacity as paying
agent (the "Paying Agent") and certificate registrar.

                              PRELIMINARY STATEMENT

            On the Closing Date, the Depositor will acquire the Mortgage Loans
from ____________________________________________________, as seller
("___________"), [Bear Stearns Commercial Mortgage Inc.], as seller ("[BSCM]"),
[Bear, Stearns Funding, Inc.], as seller ("[BSF]") and
________________________________________, as seller ("_______"), and will be the
owner of the Mortgage Loans and the other property being conveyed by it to the
Trustee for inclusion in the Trust which is hereby created. On the Closing Date,
the Depositor will acquire [(i) the REMIC I Regular Interests and the [Class
R-I] Certificate as consideration for its transfer to the Trust of the Mortgage
Loans; (ii) the REMIC II Regular Interests and the [Class R-II] Certificates as
consideration for its transfer of the REMIC I Regular Interests to the Trust;
and (iii) the REMIC III Certificates as consideration for its transfer of the
REMIC II Regular Interests to the Trust.] The Depositor has duly authorized the
execution and delivery of this Agreement to provide for the foregoing and the
issuance of (A) the [REMIC I Regular Interests and the [Class R-I] Certificates
representing in the aggregate the entire beneficial ownership of REMIC I, (B)
the REMIC II Regular Interests and the [Class R-II] Certificates representing in
the aggregate the entire beneficial ownership of REMIC II and (C) the REMIC III
Certificates representing in the aggregate the entire beneficial ownership of
REMIC III] and, in the case of the [Class N] Certificates, the [Class N] Grantor
Trust. All covenants and agreements made by the Depositor and the Trustee herein
with respect to the Mortgage Loans and the other property constituting the Trust
are for the benefit of the Holders of the [REMIC I Regular Interests, the REMIC
II Regular Interests, the Residual Certificates and the REMIC Regular
Certificates]. The parties hereto are entering into this Agreement, and the
Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.

            The Class A, [Class B] and [Class C] Certificates will be offered
for sale pursuant to the prospectus (the "Prospectus") dated _________, as
supplemented by the preliminary prospectus supplement dated _________ (together
with the Prospectus, the "Preliminary Prospectus Supplement"), and as further
supplemented by the final prospectus supplement dated _________ (together with
the Prospectus, the "Final Prospectus Supplement"), and the [Class X 1], [Class
X 2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class R-I], [Class R-II] and [Class R-III]
Certificates will be offered for sale pursuant to a Private Placement Memorandum
dated _________.


<PAGE>

            The following sets forth the [Class D]esignation, Pass-Through Rate,
initial Aggregate Certificate Balance (or initial Notional Amount) and Final
Scheduled Distribution Date for each Class of [REMIC I Regular Interests] and
the [Class R-I] Certificates comprising the interests in [REMIC I], each Class
of [REMIC II Regular Interests and the [Class R-II] Certificates comprising the
interests in REMIC II] and each Class of [REMIC III Certificates comprising the
interests in REMIC III] created hereunder:

                                     REMIC I

            Each REMIC I Regular Interest (a "Corresponding REMIC I Regular
Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I
Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage
Rate of the related Mortgage Loan, an initial principal amount (the initial
"Certificate Balance") equal to the Scheduled Principal Balance as of the
Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding
REMIC I Regular Interest relates, and a latest possible maturity date set to the
Maturity Date (as defined herein) of the Mortgage Loan to which the
Corresponding REMIC I Regular Interest relates. The [Class R-I] Certificate will
be designated as the sole Class of residual interests in REMIC I and will have
no Certificate Balance and no Pass-Through Rate, but will be entitled to receive
the proceeds of any assets remaining in REMIC I after all Classes of REMIC I
Regular Interests have been paid in full.

                                    REMIC II

            The REMIC II Regular Interests have the pass-through rates and
Certificate Balances set forth in the definition thereof. The [Class R-II]
Certificates will be designated as the sole Class of residual interests in REMIC
II and will have no Certificate Balance and no Pass-Through Rate, but will be
entitled to receive the proceeds of any assets remaining in REMIC II after all
Classes of REMIC II Regular Interests have been paid in full.

                                      -2-
<PAGE>

                                    REMIC III

                                     Initial
                                    Aggregate
                                   Certificate
   REMIC III                        Principal
    Regular         Initial        Balance or
    Interest      Pass-Through      Notional        Final Scheduled
  Designation       Rate(a)          Amount       Distribution Date(b)
  -----------       -------          ------       --------------------

[Class A-1]             %                $
[Class A-2]             %                $
[Class A-3]             %                $
[Class A-4]             %                $
[Class X 1](c)          %                $
[Class X 2](d)          %                $
[Class B]               %                $
[Class C]               %                $
[Class D]               %                $
[Class E]               %                $
[Class F]               %                $
[Class G]               %                $
[Class H]               %                $
[Class J]               %                $
[Class K]               %                $
[Class L]               %                $
[Class M]               %                $
[Class N](e)            %                $
[Class                N/A              N/A                N/A
  R-III(f)]

(a)   On each Distribution Date after the initial Distribution Date, the
      Pass-Through Rate for each Class of Certificates will be determined as
      described herein under the definition of "Pass-Through Rate." The initial
      Pass-Through Rates shown above for [Class E], [Class F], [Class X 1] and
      [Class X 2] are approximate.

(b)   The Final Scheduled Distribution Date for each Class of Certificates
      assigned a rating is the Distribution Date on which such Class is expected
      to be paid in full, assuming that timely payments (and no prepayments)
      will be made on the Mortgage Loans in accordance with their terms (except
      that each ARD Loan will be prepaid in full on its Anticipated Repayment
      Date).

(c)   Each [Class X 1] Certificate represents ownership of multiple "regular
      interests" in REMIC III. The [Class X 1] Certificates are comprised of the
      following regular interests:

      (1) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-1] Certificates and (B) one
      twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
      Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate of
      the [Class A-1] Certificates;

      (2) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-2A] Component and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class A-2] Certificates;

      (3) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-2B] Component and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the rate shown on Schedule IX for
      such Distribution Date occurring on or before _______ ____, or after the
      Distribution Date in _______ ____, the Pass-Through Rate of the [Class
      A-2B] Component;

      (4) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-3] Certificate and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the rate shown on Schedule IX for
      such Distribution Date occurring on or before _______ ____, or after the
      Distribution Date in _______ ____, the Pass-Through Rate of the [Class
      A-3] Certificates;

                                      -3-
<PAGE>

      (5) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-4A] Component and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the rate shown on Schedule IX for
      such Distribution Date occurring on or before _______ ____, or after the
      Distribution Date in _______ ____, the Pass-Through Rate of the [Class
      A-4A] Component;

      (6) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-4B] Component and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the rate shown on Schedule X for
      such Distribution Date occurring on or before _______ ____, or after the
      Distribution Date in _______ ____, the Pass-Through Rate of the [Class
      A-4B] Component;

      (7) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class B] Certificate and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the rate shown on Schedule X for
      such Distribution Date occurring on or before _______ ____, or after the
      Distribution Date in _______ ____, the Pass-Through Rate of the [Class B]
      Certificates;

      (8) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class C] Certificate and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the rate shown on Schedule X for
      such Distribution Date occurring on or before _______ ____, or after the
      Distribution Date in _______ ____, the Pass-Through Rate of the [Class C]
      Certificates;

      (9) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class D] Certificate and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the rate shown on Schedule IX for
      such Distribution Date occurring on or before _______ ____, or after the
      Distribution Date in _______ ____, the Pass-Through Rate of the [Class D]
      Certificates;

      (10) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class E] Certificate and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class E] Certificates;

      (11) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class F] Certificates and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class F] Certificates;

      (12) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class G] Certificates and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class G] Certificates;

      (13) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class H] Certificates and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class H] Certificates;

      (14) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class J] Certificates and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class J] Certificates;

      (15) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class K] Certificates and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class K] Certificates;

      (16) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class L] Certificates and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class L] Certificates;

      (17) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class M] Certificates and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class M] Certificates; and

      (18) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class N] Certificates and (B) one twelfth
      of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
      Rate on such Distribution Date over (y) the Pass-Through Rate of the
      [Class N] Certificates.

(d)   Each [Class X-2] Certificate represents ownership of multiple "regular
      interests" in REMIC III. The [Class X-2] Certificates are comprised of the
      following regular interests:

      (1) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-2B] Component and (B) one twelfth
      of the excess (if any) of (i) the lesser of (x) the rate shown on Schedule
      IX for such Distribution Date and (y) the Weighted Average REMIC I Net
      Mortgage Rate on such Distribution Date, over (ii) the Pass-Through Rate
      of the [Class A-2] Certificates;

      (2) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-3] Certificate and (B) one twelfth
      of the excess (if any) of (i) the lesser of (x) the rate shown on Schedule
      IX for such Distribution Date and (y) the Weighted Average REMIC I Net
      Mortgage Rate on such Distribution Date, over (ii) the Pass-Through Rate
      of the [Class A-3] Certificates;

      (3) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-4A] Component and (B) one twelfth
      of the excess (if any) of (i) the lesser of (x) the rate shown on Schedule
      IX for such Distribution Date and (y) the Weighted Average REMIC I Net
      Mortgage Rate on such Distribution Date, over (ii) the Pass-Through Rate
      of the [Class A-4] Certificates;

                                      -4-
<PAGE>

      (4) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class A-4B] Component and (B) one twelfth
      of the excess (if any) of (i) the lesser of (x) the rate shown on Schedule
      X for such Distribution Date and (y) the Weighted Average REMIC I Net
      Mortgage Rate on such Distribution Date, over (ii) the Pass-Through Rate
      of the [Class A-4] Certificates;

      (5) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class B] Certificate and (B) one twelfth
      of the excess (if any) of (i) the lesser of (x) the rate shown on Schedule
      X for such Distribution Date and (y) the Weighted Average REMIC I Net
      Mortgage Rate on such Distribution Date, over (ii) the Pass-Through Rate
      of the [Class B] Certificates;

      (6) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class C] Certificate and (B) one twelfth
      of the excess (if any) of (i) the lesser of (x) the rate shown on Schedule
      X for such Distribution Date and (y) the Weighted Average REMIC I Net
      Mortgage Rate on such Distribution Date, over (ii) the Pass-Through Rate
      of the [Class C] Certificates; and

      (7) the right to receive, on each Distribution Date, the product of (A)
      the Certificate Balance of the [Class D] Certificate and (B) one twelfth
      of the excess (if any) of (i) the lesser of (x) the rate shown on Schedule
      IX for such Distribution Date and (y) the Weighted Average REMIC I Net
      Mortgage Rate on such Distribution Date, over (ii) the Pass-Through Rate
      of the [Class D] Certificates.

   After the Distribution Date in _______ ____, payments made in respect of the
   [Class A-2B] Component, [Class A-3] Certificates, [Class A-4A] Component and
   [Class D] Certificates shall not be included in the calculation of the amount
   paid in respect of the [Class X-2] Certificates.

(e)   Each [Class N] Certificate represents ownership of one REMIC III Regular
      Interest (entitled to the principal and interest set forth above). In
      addition, each [Class N] Certificate will be entitled to Excess Interest
      (which will not be a part of any REMIC Pool). The parties intend that (i)
      the portion of the Trust representing the Excess Interest and the Excess
      Interest Sub-account shall be treated as a grantor trust under Subpart E
      of Part 1 of Subchapter J of Chapter 1 of Subtitle A of the Code and (ii)
      the [Class N] Certificates (other than the portion thereof consisting of
      REMIC III Regular Interests) shall represent undivided beneficial
      interests in the portion of the Trust consisting of the entitlement to
      receive Excess Interest (the "[Class N] Grantor Trust").

(f)   The [Class R-III] Certificates will be entitled to receive the proceeds of
      any remaining assets in REMIC III after the principal amounts of all
      Classes of Certificates have been reduced to zero and any Realized Losses
      previously allocated thereto (and any interest thereon) have been
      reimbursed.

            As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $________.

            As provided herein, with respect to the Trust, the Paying Agent on
behalf of the Trustee will make an election for the segregated pool of assets
described in the first paragraph of Section 12.1(a) hereof (including the
Mortgage Loans) to be treated for federal income tax purposes as a real estate
mortgage investment conduit ("REMIC I"). The REMIC I Regular Interests will be
designated as the "regular interests" in REMIC I and the [Class R-I]
Certificates will be designated as the sole Class of "residual interests" in
REMIC I.

            As provided herein, with respect to the Trust, the Paying Agent on
behalf of the Trustee will make an election for the segregated pool of assets
described in the second paragraph of Section 12.1(a) hereof consisting of the
REMIC I Regular Interests to be treated for federal income tax purposes as a
real estate mortgage investment conduit ("REMIC II"). The REMIC II Regular
Interests will be designated as the "regular interests" in REMIC II and the
[Class R-II] Certificates will be designated as the sole Class of "residual
interests" in REMIC II for purposes of the REMIC Provisions.

            As provided herein, with respect to the Trust, the Paying Agent on
behalf of the Trustee will make an election for the segregated pool of assets
described in the third paragraph of Section 12.1(a) hereof consisting of the
REMIC II Regular Interests to be treated for federal income tax purposes as a
real estate mortgage investment conduit ("REMIC III"). The REMIC III Regular
Interests (and, in the case of the [Class N] Certificate, the [Class N] REMIC
Interest represented by the [Class N] Certificate) will be designated as the
"regular interests" in REMIC

                                      -5-
<PAGE>

III and the [Class R-III] Certificates (together with the REMIC Regular
Certificates, the "REMIC III Certificates") will be designated as the sole Class
of "residual interests" in REMIC III for purposes of the REMIC Provisions.

                                   ARTICLE I

                                   DEFINITIONS

            Section 1.1 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

            "A Note" means, with respect to any A/B Mortgage Loan, the Mortgage
Note included in the Trust, which is senior in right of payment to the related B
Note to the extent set forth in the related Intercreditor Agreement. There are
no A Notes in the Trust.

            "A/B Loan Custodial Account" means each of the custodial
sub-account(s) of the Certificate Account (but which are not included in the
Trust) created and maintained by the Master Servicer pursuant to Section 5.1(c)
on behalf of the holder of the related B Note. Any such sub-account(s) shall be
maintained as a sub-account of an Eligible Account.

            "A/B Mortgage Loan" means any mortgage loan designated as an A/B
Mortgage Loan on the Mortgage Loan Schedule. References herein to an A/B
Mortgage Loan shall be construed to refer to the aggregate indebtedness under
the related A Note and the related B Note. There are no A/B Mortgage Loans in
the Trust.

            "Accountant" means a person engaged in the practice of accounting
who is Independent.

            "Accrued Certificate Interest" means, with respect to each
Distribution Date and any Class of Interests or Principal Balance Certificates
other than the [Class X] Certificates, the [Class R-I] Certificates, the [Class
R-II] Certificates and the [Class R-III] Certificates, interest accrued during
the Interest Accrual Period relating to such Distribution Date on the Aggregate
Certificate Balance of such Class or Interest as of the close of business on the
immediately preceding Distribution Date at the respective rates per annum set
forth in the definition of the applicable Pass-Through Rate for each such Class.
Accrued Certificate Interest on the [Class X-1] Certificates for each
Distribution Date will equal the [Class X-1] Interest Amount. Accrued
Certificate Interest on the [Class X-2] Certificates for each Distribution Date
will equal the [Class X-2] Interest Amount.

            "Acquisition Date" means the date upon which, under the Code (and in
particular the REMIC Provisions and Section 856(e) of the Code), the Trust or a
REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest
therein, in the case of the Mortgaged Properties securing any A/B Mortgage
Loan).

            "Additional Trust Expense" means any of the following items: (i)
Special Servicing Fees, Work-Out Fees and Liquidation Fees (to the extent not
collected from the related Mortgagor), (ii) Advance Interest that cannot be paid
in accordance with Section 4.6(c); (iii)

                                      -6-
<PAGE>

amounts paid to indemnify the Master Servicer, the Special Servicer, the Primary
Servicers, the Trustee, the Paying Agent, the Fiscal Agent (or any other Person)
pursuant to the terms of this Agreement; (iv) to the extent not otherwise paid,
any federal, state, or local taxes imposed on the Trust or its assets and paid
from amounts on deposit in the Certificate Account or Distribution Account, (v)
the amount of any Advance that is not recovered from the proceeds of a Mortgage
Loan upon a Final Recovery Determination and (vi) to the extent not included in
the calculation of a Realized Loss and not covered by indemnification by one of
the parties hereto or otherwise, any other unanticipated cost, liability, or
expense (or portion thereof) of the Trust (including costs of collecting such
amounts or other Additional Trust Expenses) which the Trust has not recovered,
and in the judgment of the Master Servicer (or Special Servicer, in the case of
a Specially Serviced Mortgage Loan) will not, recover from the related Mortgagor
or Mortgaged Property or otherwise, including a Modification Loss described in
clause (ii) of the definition thereof; provided, however, that, in the case of
an A/B Mortgage Loan, "Additional Trust Expense" shall not include any of the
foregoing amounts that have been recovered from the related Mortgagor or
Mortgaged Property as a result of the subordination of the related B Note.
Notwithstanding anything to the contrary, "Additional Trust Expenses" shall not
include allocable overhead of the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent, the Certificate Registrar or the Fiscal Agent, such
as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses, and similar internal costs and expenses.
"Additional Trust Expenses" shall not include expenses incurred in connection
with Section 6.12, which are payable in accordance with the last paragraph
thereof.

            "Administrative Cost Rate" means the sum of the Master Servicing Fee
Rate, the Primary Servicing Fee Rate, the Excess Servicing Fee Rate and the
Trustee Fee Rate.

            "Advance" means either a P&I Advance or a Servicing Advance.

            "Advance Interest" means interest payable to the Master Servicer,
the Trustee or the Fiscal Agent on outstanding Advances pursuant to Section 4.5
of this Agreement.

            "Advance Rate" means a per annum rate equal to the Prime Rate as
published in the "Money Rates" section of The Wall Street Journal from time to
time or such other publication as determined by the Trustee in its reasonable
discretion.

            "Advance Report Date" means the second Business Day prior to each
Distribution Date.

            "Adverse REMIC Event" means any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, would either (i) endanger
the status of any REMIC as a REMIC or (ii) subject to Section 9.14(e), result in
the imposition of a tax upon the income of any REMIC or any of their respective
assets or transactions, including (without limitation) the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth in Section 860G(d) of the Code.

            "Affiliate" means, 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

                                      -7-
<PAGE>

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.

            "Aggregate Certificate Balance" means the aggregate of the
Certificate Balances of the Principal Balance Certificates, the REMIC I Regular
Interests or the REMIC II Regular Interests, as the case may be, at any date of
determination. With respect to a Class of Principal Balance Certificates, REMIC
I Regular Interests or REMIC II Regular Interests, Aggregate Certificate Balance
shall mean the aggregate of the Certificate Balances of all Certificates or
Interests, as the case may be, of that Class at any date of determination.

            "Aggregate Principal Balance" means, at the time of any
determination and as the context may require, the aggregate of the Scheduled
Principal Balances for all Mortgage Loans.

            "Agreement" means this Pooling and Servicing Agreement and all
amendments and supplements hereto.

            "Anticipated Repayment Date" means, with respect to the ARD Loans,
the anticipated maturity date set forth in the related Mortgage Note.

            "Appraisal" means an appraisal by an Independent licensed MAI
appraiser having at least five years experience in appraising property of the
same type as, and in the same geographic area as, the Mortgaged Property being
appraised, which appraisal complies with the Uniform Standards of Professional
Appraisal Practices and states the "market value" of the subject property as
defined in 12 C.F.R. ss. 225.62.

            "Appraisal Event" means, with respect to any Mortgage Loan, not
later than the earliest of (i) the date 120 days after the occurrence of any
delinquency in payment with respect to such Mortgage Loan if such delinquency
remains uncured, (ii) the date 30 days after receipt of notice that the related
Mortgagor has filed a bankruptcy petition or the related Mortgagor has become
the subject of involuntary bankruptcy proceedings or the related Mortgagor has
consented to the filing of a bankruptcy proceeding against it or a receiver is
appointed in respect of the related Mortgaged Property, provided such petition
or appointment is still in effect, (iii) the date that is 30 days following the
date the related Mortgaged Property becomes an REO Property and (iv) the
effective date of any modification to a Money Term of a Mortgage Loan, other
than an extension of the date that a Balloon Payment is due for a period of less
than six months from the original due date of such Balloon Payment.

            "Appraisal Reduction" means, with respect to any Required Appraisal
Loan with respect to which an Appraisal or internal valuation is performed
pursuant to Section 6.9, an amount equal to the excess of (A) the sum, as of the
first Determination Date that is at least 15 days after the date on which the
Appraisal or internal valuation is obtained or performed, of (i) the Scheduled
Principal Balance of such Mortgage Loan (or, in the case of an REO Property, the
related REO Mortgage Loan) less the undrawn principal amount of any letter of
credit or debt service reserve, if applicable, that is then securing such
Mortgage Loan, (ii) to the extent not previously advanced by the Master
Servicer, the Trustee or the Fiscal Agent, all accrued and

                                      -8-
<PAGE>

unpaid interest on such Mortgage Loan at a per annum rate equal to the Mortgage
Rate, (iii) all unreimbursed Advances and interest on Advances at the Advance
Rate with respect to such Mortgage Loan, and (iv) to the extent funds on deposit
in any applicable Escrow Accounts are not sufficient therefor, and to the extent
not previously advanced by the Master Servicer, the Trustee or the Fiscal Agent,
all currently due and unpaid real estate taxes and assessments, insurance
premiums and, if applicable, ground rents and other amounts which were required
to be deposited in any Escrow Account (but were not deposited) in respect of
such Mortgaged Property or REO Property, as the case may be, over (B) __% of the
Appraised Value (net of any prior mortgage liens) of such Mortgaged Property or
REO Property as determined by such Appraisal or internal valuation, as the case
may be, plus the full amount of any escrows held by or on behalf of the Trustee
as security for the Mortgage Loan (less the estimated amount of the obligations
anticipated to be payable in the next twelve months to which such escrows
relate). Each Appraisal or internal valuation for a Required Appraisal Loan
shall be updated annually. The Appraisal Reduction for each Required Appraisal
Loan will be recalculated based on subsequent Appraisals, internal valuations or
updates. Any Appraisal Reduction for any Mortgage Loan shall be reduced to
reflect any Realized Principal Losses on the Required Appraisal Loan. Each
Appraisal Reduction will be reduced to zero as of the date the related Mortgage
Loan is brought current under the then current terms of the Mortgage Loan for at
least three consecutive months, and no Appraisal Reduction will exist as to any
Mortgage Loan after it has been paid in full, liquidated, repurchased or
otherwise disposed of.

            "Appraised Value" means, with respect to any Mortgaged Property, the
appraised value thereof determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent appraiser selected by the
Master Servicer or the Special Servicer, as applicable or, in the case of an
internal valuation performed by the Special Servicer pursuant to Section 6.9,
the value of the Mortgaged Property determined by such internal valuation.

            "ARD Loans" means the Mortgage Loans designated on the Mortgage Loan
Schedule as Mortgage Loan Nos. ___ (_______________),___ (_______________) and
___ (_______________).

            "Assignment of Leases" means, with respect to any Mortgage Loan, any
assignment of leases, rents and profits or equivalent instrument, whether
contained in the related Mortgage or executed separately, assigning to the
holder or holders of such Mortgage all of the related Mortgagor's interest in
the leases, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of the related Mortgaged Property as security
for repayment of such Mortgage Loan.

            "Assignment of Mortgage" means an assignment of the Mortgage, notice
of transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the transfer of the Mortgage to the Trustee, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Mortgage Loans secured by Mortgaged Properties located
in the same jurisdiction, if permitted by law.

                                      -9-
<PAGE>

            "Assumed Scheduled Payment" means: (i) with respect to any Balloon
Mortgage Loan for its Maturity Date (provided that such Mortgage Loan has not
been paid in full, and no Final Recovery Determination or other sale or
liquidation has occurred in respect thereof, on or before the end of the
Collection Period in which such Maturity Date occurs) and for any subsequent Due
Date therefor as of which such Mortgage Loan remains outstanding and part of the
Trust, if no Scheduled Payment (other than the related delinquent Balloon
Payment) is due for such Due Date, the scheduled monthly payment of principal
and interest deemed to be due in respect thereof on such Due Date equal to the
Scheduled Payment that would have been due in respect of such Mortgage Loan on
such Due Date, if it had been required to continue to accrue interest in
accordance with its terms, and to pay principal in accordance with the
amortization schedule in effect immediately prior to, and without regard to the
occurrence of, its most recent Maturity Date (as such may have been extended in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Master Servicer or the Special Servicer pursuant to the
terms hereof), and (ii) with respect to any REO Mortgage Loan for any Due Date
therefor as of which the related REO Property remains part of the Trust, the
scheduled monthly payment of principal and interest deemed to be due in respect
thereof on such Due Date equal to the Scheduled Payment (or, in the case of a
Balloon Mortgage Loan described in the preceding clause of this definition, the
Assumed Scheduled Payment) that was due in respect of the related Mortgage Loan
on the last Due Date prior to its becoming an REO Mortgage Loan. The amount of
the Assumed Scheduled Payment for any A Note shall be calculated solely by
reference to the terms of such A Note (as modified in connection with any
bankruptcy or similar proceeding involving the related Mortgagor or pursuant to
a modification, waiver or amendment of such Mortgage Loan granted or agreed to
by the Master Servicer or the Special Servicer pursuant to the terms hereof) and
without regard to the remittance provisions of the related Intercreditor
Agreement.

            "Authenticating Agent" means any authenticating agent serving in
such capacity pursuant to Section 7.10.

            "Authorized Officer" means any Person that may execute an Officer's
Certificate on behalf of the Depositor.

            "Available Advance Reimbursement Amount" has the meaning set forth
in Section 4.6(a) hereof.

            "Available Distribution Amount" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) all amounts on
deposit in the Distribution Account as of the commencement of business on such
Distribution Date that represent payments and other collections on or in respect
of the Mortgage Loans and any REO Properties that were received by the Master
Servicer or the Special Servicer through the end of the related Collection
Period exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, the Primary Servicers in
respect of unpaid Primary Servicing Fees, the Special Servicer in respect of
unpaid Special Servicer Compensation, the Trustee in respect of unpaid Trustee
Fees, the Paying Agent in respect of unpaid Paying Agent Fees or to the parties
entitled thereto in

                                      -10-
<PAGE>

respect of the unpaid Excess Servicing Fees), (iii) amounts that constitute
Prepayment Premiums, (iv) if such Distribution Date occurs during ______, other
than in a leap year, or ______ of any year, the Interest Reserve Amounts with
respect to Interest Reserve Loans deposited in the Interest Reserve Account, (v)
in the case of each REO Property related to an A/B Mortgage Loan, all amounts
received with respect to such A/B Mortgage Loan that are required to be paid to
the holder of the related B Note pursuant to the terms of the related B Note and
the related Intercreditor Agreement (which amounts will be deposited into the
related A/B Loan Custodial Account pursuant to Section 5.1(c) and withdrawn from
such account pursuant to Section 5.2(a)) and (vi) Scheduled Payments collected
but due on a Due Date subsequent to the related Collection Period and (b) if and
to the extent not already among the amounts described in clause (a), (i) the
aggregate amount of any P&I Advances made by the Master Servicer, the Trustee or
the Fiscal Agent for such Distribution Date pursuant to Section 4.1 and/or
Section 4.3, (ii) the aggregate amount of any Compensating Interest payments
made by the Master Servicer for such Distribution Date pursuant to the terms
hereof, and (iii) if such Distribution Date occurs in ______ of any year,
commencing _____ ____, the aggregate of the Interest Reserve Amounts then held
on deposit in the Interest Reserve Account in respect of each Interest Reserve
Loan.

            "B Note" means, with respect to any A/B Mortgage Loan, the related
Mortgage Note not included in the Trust, which is subordinated in right of
payment to the related A Note to the extent set forth in the related
Intercreditor Agreement. There are no B Notes related to the Trust.

            "Balloon Mortgage Loan" means a Mortgage Loan that provides for
Scheduled Payments based on an amortization schedule that is significantly
longer than its term to maturity and that is expected to have a remaining
principal balance equal to or greater than _% of its original principal balance
as of its stated maturity date, unless prepaid prior thereto.

            "Balloon Payment" means, with respect to any Balloon Mortgage Loan,
the Scheduled Payment payable on the Maturity Date of such Mortgage Loan.

            "Bankruptcy Loss" means a loss arising from a proceeding under the
United States Bankruptcy Code or any other similar state law or other proceeding
with respect to the Mortgagor of, or Mortgaged Property under, a Mortgage Loan,
including, without limitation, any Deficient Valuation Amount or losses, if any,
resulting from any Debt Service Reduction Amount for the month in which the
related Remittance Date occurs.

            "Base Interest Fraction" means, with respect to any Principal
Prepayment of any Mortgage Loan that provides for payment of a Prepayment
Premium, and with respect to any Class of Certificates, a fraction (A) whose
numerator is the greater of (x) zero and (y) the difference between (i) the
Pass-Through Rate on that Class of Certificates and (ii) the Discount Rate used
in calculating the Prepayment Premium with respect to the Principal Prepayment
(or the current Discount Rate if not used in such calculation) and (B) whose
denominator is the difference between (i) the Mortgage Rate on the related
Mortgage Loan and (ii) the Discount Rate used in calculating the Prepayment
Premium with respect to that Principal Prepayment (or the current Discount Rate
if not used in such calculation), provided, however, that under no circumstances
will the Base Interest Fraction be greater than one. If the Discount Rate
referred

                                      -11-
<PAGE>

to above is greater than the Mortgage Rate on the related Mortgage Loan, then
the Base Interest Fraction will equal zero.

            "Benefit Plan Opinion" means an Opinion of Counsel satisfactory to
the Paying Agent and the Master Servicer to the effect that any proposed
transfer will not (i) cause the assets of any REMIC to be regarded as plan
assets for purposes of the Plan Asset Regulations or (ii) give rise to any
fiduciary duty on the part of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar or the Fiscal
Agent.

            "Book-Entry Certificates" means certificates evidencing a beneficial
interest in a Class of Certificates, ownership and transfer of which shall be
made through book entries as described in Section 3.7; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer are no
longer authorized and Definitive Certificates are to be issued to the
Certificate Owners, such certificates shall no longer be "Book-Entry
Certificates."

            "[BSF]" has the meaning assigned in the Preliminary Statement
hereto.

            "[BSF] Loans" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to the Mortgage Loan Purchase Agreement IV and shown on
Schedule IV hereto.

            "Business Day" means any day other than (i) a Saturday or a Sunday,
(ii) a legal holiday in New York, New York, Chicago, Illinois, Des Moines, Iowa
(but only with respect to matters related to the performance of obligations of
______________________________________ as Primary Servicer under the related
Primary Servicing Agreement), San Francisco, California or the principal cities
in which the Special Servicer, the Trustee, the Paying Agent or the Master
Servicer conducts servicing or trust operations, or (iii) a day on which banking
institutions or savings associations in [Minneapolis, Minnesota, Columbia,
Maryland, New York, New York, Chicago, Illinois or San Francisco, California]
are authorized or obligated by law or executive order to be closed.

            "Cash Liquidation" means, as to any Defaulted Mortgage Loan other
than a Mortgage Loan with respect to which the related Mortgaged Property became
REO Property, the sale of such Defaulted Mortgage Loan. The Master Servicer
shall maintain records in accordance with the Servicing Standard (and, in the
case of Specially Serviced Mortgage Loans, based on the written reports with
respect to such Cash Liquidation delivered by the Special Servicer to the Master
Servicer), of each Cash Liquidation.

            "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. ss. 9601, et
seq.).

            "Certificate Account" means one or more separate accounts
established and maintained by the Master Servicer (or any Sub-Servicer or
Primary Servicer on behalf of the Master Servicer) pursuant to Section 5.1(a),
each of which shall be an Eligible Account.

            "Certificate Balance" means, with respect to any Certificate or
Interest (other than the [Class X] Certificates and the Residual Certificates)
as of any Distribution Date, the maximum specified dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to
the initial principal amount set forth on the face of such

                                      -12-
<PAGE>

Certificate (in the case of a Certificate), or as ascribed thereto in the
Preliminary Statement hereto (in the case of an Interest), minus (i) the amount
of all principal distributions previously made with respect to such Certificate
pursuant to Section 6.5(a) or deemed to have been made with respect to such
Interest pursuant to Section 6.2(a) or Section 6.3(a), as the case may be and
(ii) all Realized Losses allocated or deemed to have been allocated to such
Interest or Certificate in reduction of Certificate Balance pursuant to Section
6.6. The Certificate Balance of the [Class A-2A] Component and the [Class A-2B]
Component shall equal the Certificate Balance of the REMIC II Regular Interest
A-2A and the REMIC II Regular Interest A-2B, respectively and the Certificate
Balance of the [Class A-4A] Component and the [Class A-4B] Component shall equal
the Certificate Balance of the REMIC II Regular Interest A-4A and the REMIC II
Regular Interest A-4B, respectively.

            "Certificate Owner" means, with respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate, as may be
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).

            "Certificate Register" has the meaning provided in Section 3.2.

            "Certificate Registrar" means the registrar appointed pursuant to
Section 3.2 and initially shall be the Paying Agent.

            "Certificateholders" has the meaning provided in the definition of
"Holder."

            "Certificates" means, collectively, the REMIC III Certificates, the
[Class R-I] Certificates and the [Class R-II] Certificates.

            "Class" means, with respect to the REMIC I Interests, REMIC II
Interests or REMIC III Certificates, any Class of such Certificates or
Interests.

            "[Class A] Certificates" means the [Class A-1] Certificates, the
[Class A-2] Certificates, the [Class A-3] Certificates and the [Class A-4]
Certificates, collectively.

            "[Class A-1] Certificates," "[Class A-2]Certificates," "[Class A-3]
Certificates," "[Class A-4] Certificates," "[Class X-1] Certificates," "[Class
X-2] Certificates," "[Class B] Certificates," "[Class C] Certificates," "[Class
D] Certificates," "[Class E] Certificates," "[Class F] Certificates," "[Class G]
Certificates," "[Class H] Certificates," "[Class J] Certificates," "[Class K]
Certificates," "[Class L] Certificates," "[Class M] Certificates," "[Class N]
Certificates," "[Class R-I] Certificates," "[Class R-II] Certificates," or
"[Class R-III] Certificates," mean the Certificates designated as "[Class A-1],"
"[Class A-2]," "[Class A-3]," "[Class A-4]," "[Class X-1]," "[Class X-2],"
"[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 R-I]," "[Class R-II]" and "[Class R-III]" respectively, on the face
thereof, in substantially the form attached hereto as Exhibits.

                                      -13-
<PAGE>

            "[Class A-2A] Component" means a component of the beneficial
interest in REMIC III evidenced by the [Class A-2]Certificates, which component
represents a Certificate Balance equal to the Certificate Balance of the REMIC
II Regular Interest A-2A.

            "[Class A-2B] Component" means a component of the beneficial
interest in REMIC III evidenced by the [Class A-2]Certificates, which represents
a Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-2B.

            "[Class A-4A] Component" means a component of the beneficial
interest in REMIC III evidenced by the [Class A-4] Certificates, which
represents a Certificate Balance equal to the Certificate Balance of the REMIC
II Regular Interest A-4A.

            "[Class A-4B] Component" means a component of the beneficial
interest in REMIC III evidenced by the [Class A-4] Certificates, which
represents a Certificate Balance equal to the Certificate Balance of the REMIC
II Regular Interest A-4B.

            "[Class N] Grantor Trust" means that portion of the Trust Fund
consisting of the [Class N] Grantor Trust Interest.

            "[Class N] Grantor Trust Interest" means that portion of the rights
represented by the [Class N] Certificates that evidences beneficial ownership of
the Excess Interest and the Excess Interest Sub-account, as described in Section
12.1(b) hereof.

            "[Class N] REMIC Interest" means that portion of the rights
represented by the [Class N] Certificates that evidences a regular interest in
REMIC III, which rights consist of the rights to the distributions described in
Section 6.5 hereof and all other rights of the Holders of the [Class N]
Certificates other than those comprising the [Class N] Grantor Trust Interest.

            "[Class X] Certificates" means the [Class X-1] Certificates and the
[Class X-2] Certificates.

            "[Class X-1] Interest Amount" means, with respect to any
Distribution Date and the related Interest Accrual Period, interest equal to the
product of (i) one-twelfth of a per annum rate equal to the weighted average of
the [Class X-1] Strip Rates for the [Class A-1] Certificates, [Class A-2A]
Component, [Class A-2B] Component, [Class A-3] Certificates, [Class A-4A]
Component, [Class A-4B] Component, [Class B] Certificates, [Class C]
Certificates, [Class D] Certificates, [Class E] Certificates, [Class F]
Certificates, [Class G] Certificates, [Class H] Certificates, [Class J]
Certificates, [Class K] Certificates, [Class L] Certificates, [Class M]
Certificates and [Class N] Certificates, weighted on the basis of the respective
Certificate Balances of such Classes of Certificates or such Components and (ii)
the [Class X-1] Notional Amount for such Distribution Date.

            "[Class X-1] Notional Amount" means, with respect to any
Distribution Date, the aggregate of the Certificate Balances of the Principal
Balance Certificates as of the close of business on the preceding Distribution
Date.

            "[Class X-1] Strip Rate" means, with respect to any Class of
Certificates (other than the Class A-2, [Class A-4], [Class X] and the Residual
Certificates), the [Class A-

                                      -14-
<PAGE>

2A]Component, the [Class A-2B] Component, the [Class A-4A] Component and the
[Class A-4B] Component, (A) for any Distribution Date occurring on or before
_______ ____, the excess, if any, of (i) the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date over (ii) (x) in the case of the [Class
A-1] Certificates, [Class E] Certificates, [Class F] Certificates, [Class G]
Certificates, [Class H] Certificates, [Class J] Certificates, [Class K]
Certificates, [Class L] Certificates, [Class M] Certificates and [Class N]
Certificates and the [Class A-2A] Component, the Pass-Through Rate for such
Class of Certificates or such Component and (y) in the case of the [Class A-2B]
Component, [Class A-3] Certificates, [Class A-4A] Component, [Class A-4B]
Component, [Class B] Certificates, [Class C] Certificates and [Class D]
Certificates, the rate per annum corresponding to such Distribution Date as set
forth in Schedule IX attached hereto; (B) for any Distribution Date occurring
after _______ ____ and on or before _______ ____, the excess, if any, of (i) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (ii)
(x) in the case of the [Class A-1] Certificates, [Class A-2]Certificates, [Class
A-3] Certificates, [Class D] Certificates, [Class E] Certificates, [Class F]
Certificates, [Class G] Certificates, [Class H] Certificates, [Class J]
Certificates, [Class K] Certificates, [Class L] Certificates, [Class M]
Certificates and [Class N] Certificates and the [Class A-4A] Component, the
Pass-Through Rate for such Class of Certificates or such Component and (y) in
the case of the [Class A-4B] Component, [Class B] Certificates, [Class C]
Certificates, the rate per annum corresponding to such Distribution Date as set
forth on Schedule X attached hereto; and (C) for any Distribution Date occurring
after _______ ____, the excess of (i) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over (ii) the Pass-Through Rate for each such
Class of Certificates or Component. In no event will any [Class X-1] Strip Rate
be less than zero.

            "[Class X-2] Interest Amount" means, (x) with respect to any
Distribution Date occurring on or before _______ ____ and the related Interest
Accrual Period, interest equal to the product of (i) one-twelfth of a per annum
rate equal to the weighted average of the [Class X-2] Strip Rates for the [Class
A-2B] Component, [Class A-3] Certificates, [Class A-4A] Component, [Class A-4B]
Component, [Class B] Certificates, [Class C] Certificates and [Class D]
Certificates, weighted on the basis of the respective Certificate Balances of
such Classes of Certificates or such Components and (ii) the [Class X-2]
Notional Amount for such Distribution Date and (y) with respect to any
Distribution Date occurring after _______ ____ and on or before the Distribution
Date in _______ ____ and the related Interest Accrual Period, interest equal to
the product of (i) one-twelfth of a per annum rate equal to the weighted average
of the [Class X-2] Strip Rates for the [Class A-4B] Component, [Class B]
Certificates and [Class C] Certificates, weighted on the basis of the respective
Certificate Balances of such Classes of Certificates or such Component and (ii)
the [Class X-2] Notional Amount for such Distribution Date.

            "[Class X-2] Notional Amount" means, (i) with respect to any
Distribution Date occurring on or before the Distribution Date in _______ ____,
the aggregate of the Certificate Balances of the [Class A-2B] Component, [Class
A-3] Certificates, [Class A-4A] Component, [Class A-4B] Component, [Class B]
Certificates, [Class C] Certificates and [Class D] Certificates as of the close
of business on the preceding Distribution Date, (ii) with respect to any
Distribution Date after the Distribution Date in _______ ____ and on or before
the Distribution Date in _______ ____, the aggregate of the Certificate Balances
of the [Class A-4B] Component, [Class B] Certificates and [Class C] Certificates
as of the close of business on the preceding

                                      -15-
<PAGE>

Distribution Date and (iii) with respect to any Distribution Date occurring
after the Distribution Date in _______ ____, zero.

            "[Class X-2] Strip Rate" means, (A) for any Distribution Date
occurring on or before _______ ____, with respect to the [Class A-2B] Component,
[Class A-3] Certificates, [Class A-4A] Component, [Class A-4B] Component, [Class
B] Certificates, [Class C] Certificates and [Class D] Certificates, the excess,
if any, of (x) the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule IX attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component and (B) for
any Distribution Date occurring after _______ ____ and on or before _______
____, with respect to the [Class A-4B] Component, [Class B] Certificates and
[Class C] Certificates, the excess, if any, of (x) the lesser of (i) the rate
per annum corresponding to such Distribution Date as set forth in Schedule X
attached hereto and (ii) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (y) the Pass-Through Rate for such Class of Certificates
or Component. For any Distribution Date occurring after _______ ____, the [Class
X-2] Strip Rate for any Certificate or Component will be equal to zero.

            "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the 1934 Act, which initially shall be the
Depository.

            "Clearstream" means Clearstream Banking, societe anonyme.

            "Closing Date" means ________, ____.

            "CMSA" means the Commercial Mortgage Securities Association.

            "CMSA Reports" means the Restricted Servicer Reports and the
Unrestricted Servicer Reports, collectively.

            "Code" means the Internal Revenue Code of 1986, as amended, any
successor statutes thereto, and applicable U.S. Department of Treasury
regulations issued pursuant thereto in temporary or final form and proposed
regulations thereunder, to the extent that, by reason of their proposed
effective date, such proposed regulations would apply to the Trust.

            "Collection Period" means, with respect to any Distribution Date,
the period beginning on the day after the Determination Date in the month
preceding the month of such Distribution Date (or in the case of the first
Distribution Date, the Cut-Off Date) and ending on the Determination Date in the
month in which the Distribution Date occurs.

            "Compensating Interest" means with respect to any Distribution Date,
an amount equal to the excess of (A) Prepayment Interest Shortfalls incurred in
respect of the Mortgage Loans other than the Specially Serviced Mortgage Loans
resulting from Principal Prepayments on the Mortgage Loans during the related
Collection Period over (B) Prepayment Interest Excesses resulting from Principal
Prepayments on the Mortgage Loans during the same Collection Period, but in any
event with respect to Compensating Interest to be paid by the Master Servicer
hereunder, not more than the portion of the aggregate Master Servicing Fee

                                      -16-
<PAGE>

accrued at a rate per annum equal to 2 basis points for the related Collection
Period calculated in respect of all the Mortgage Loans (including REO Mortgage
Loans).

            "Component" means either of the [Class A-2A] Component, the [Class
A-2B] Component, the [Class A-4A] Component or the [Class A-4B] Component.

            "Condemnation Proceeds" means any awards resulting from the full or
partial condemnation or any eminent domain proceeding or any conveyance in lieu
or in anticipation thereof with respect to a Mortgaged Property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers other than amounts to be applied to the restoration, preservation or
repair of such Mortgaged Property or released to the related Mortgagor in
accordance with the terms of the Mortgage Loan and (if applicable) its related B
Note.

            "Controlling Class" means the most subordinate Class of REMIC
Regular Certificates outstanding at any time of determination; provided, that,
if the aggregate Certificate Balance of such Class is less than __% of the
initial Certificate Balance of such Class as of the Closing Date, the
Controlling Class shall be the next most subordinate Class of REMIC Regular
Certificates outstanding. As of the Closing Date, the Controlling Class will be
the [Class N] Certificates.

            "Controlling Person" means, with respect to any Person, any other
Person who "controls" such Person within the meaning of the 1933 Act.

            "Corporate Trust Office" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Certificate Registrar. The principal corporate trust office
of the Trustee is presently located at _________________________, __________,
_______, ________, Attention: ____________________________________________--Bear
Stearns Commercial Mortgage Securities II Inc. Series 200_-___ and the office of
the Certificate Registrar is presently located for certificate transfer purposes
at ______________________________________________, MAC #_________, ___________,
_____________________, Attention: _______________________________-- Bear Stearns
Commercial Mortgage Securities II Inc. Series 200_-____, and for all other
purposes at _______________________________________, _______________, Attention:
_______________________________-- Bear Stearns Commercial Mortgage Securities II
Inc. Series 200_-____, or at such other address as the Trustee or Certificate
Registrar may designate from time to time by notice to the Certificateholders,
the Depositor, the Master Servicer, the Paying Agent and the Special Servicer.

            "Corresponding REMIC I Regular Interest" means with respect to each
Mortgage Loan, the REMIC I Regular Interest having an initial Certificate
Balance equal to the Principal Balance of such Mortgage Loan outstanding as of
the Cut-Off Date, after taking into account all principal and interest payments
made or due prior to the Cut-Off Date.

            "Corresponding REMIC II Regular Interest" means (i) with respect to
each Class of Certificates other than the [Class A-2]Certificates and the [Class
A-4] Certificates, the

                                      -17-
<PAGE>

REMIC II Regular Interest having the same letter designation, (ii) with respect
to the [Class A-2] Certificates, the REMIC II Regular Interest A-2A and the
REMIC II Regular Interest A-2B and (iii) with respect to the [Class A-4]
Certificates, the REMIC II Regular Interest A-4A and the REMIC II Regular
Interest A-4B.

            "Crossed Mortgage Loan" has the meaning set forth in Section 2.3(a)
hereof.

            "Custodian" means the Trustee or any Person who is appointed by the
Trustee at any time as custodian pursuant to Section 7.9 and who is unaffiliated
with the Depositor and each Seller and satisfies the eligibility requirements of
the Trustee as set forth in Section 7.5.

            "Customer" means a broker, dealer, bank, other financial institution
or other Person for whom the Clearing Agency effects book-entry transfers and
pledges of securities deposited with the Clearing Agency.

            "Cut-Off Date" means the end of business on __________, ____. The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the
first day of each month shall be the end of business on _______, ____, and
Scheduled Payments due in _________ ____ with respect to Mortgage Loans not
having Due Dates on the first of each month have been deemed received on
_______, ____, not the actual day on which such Scheduled Payments were due.

            "Debt Service Coverage Ratio" means, with respect to any Mortgage
Loan, as of any date of determination and for any period, the amount calculated
for such date of determination in accordance with the procedures set forth in
Exhibit T.

            "Debt Service Reduction Amount" means, with respect to a Due Date
and the related Determination Date, the amount of the reduction of the Scheduled
Payment which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage Loan or B Note as a result of any proceeding under bankruptcy law or
any similar proceeding (other than a Deficient Valuation Amount); provided,
however, that in the case of an amount that is deferred, but not forgiven, such
reduction shall include only the net present value (calculated at the related
Mortgage Rate) of the reduction.

            "Defaulted Mortgage Loan" means a Mortgage Loan that is in default
under the terms of the applicable Mortgage Loan documentation and for which any
applicable grace period has expired.

            "Defeasance Collateral" means, with respect to any Defeasance Loan,
the United States Treasury obligations required to be pledged in lieu of
prepayment pursuant to the terms thereof.

            "Defeasance Loan" means any Mortgage Loan or B Note which requires
or permits the related Mortgagor (or permits the holder of such Mortgage Loan or
B Note to require the related Mortgagor) to pledge Defeasance Collateral to such
holder in lieu of prepayment.

            "Defective Mortgage Loan" has the meaning set forth in Section
2.3(a) hereof.

                                      -18-
<PAGE>

            "Deficient Valuation" means, with respect to any Mortgage Loan
(other than an A Note) and any A/B Mortgage Loan, a valuation by a court of
competent jurisdiction of the Mortgaged Property relating to such Mortgage Loan
or A/B Mortgage Loan in an amount less than the then outstanding indebtedness
under such Mortgage Loan or A/B Mortgage Loan, which valuation results from a
proceeding initiated under the United States Bankruptcy Code, as amended from
time to time, and that reduces the amount the Mortgagor is required to pay under
such Mortgage Loan or A/B Mortgage Loan.

            "Deficient Valuation Amount" means (i) with respect to each Mortgage
Loan (other than an A Note) and any A/B Mortgage Loan, the amount by which the
total amount due with respect to such Mortgage Loan (excluding interest not yet
accrued), including the Principal Balance of such Mortgage Loan plus any accrued
and unpaid interest thereon and any other amounts recoverable from the Mortgagor
with respect thereto pursuant to the terms thereof, is reduced in connection
with a Deficient Valuation and (ii) with respect to any A Note, the portion of
any Deficient Valuation Amount for the related A/B Mortgage Loan that is borne
by the holder of the A Note under the related Intercreditor Agreement.

            "Definitive Certificates" means Certificates of any Class issued in
definitive, fully registered, certificated form without interest coupons.

            "Deleted Mortgage Loan" means a Mortgage Loan which is repurchased
from the Trust pursuant to the terms hereof or as to which one or more
Qualifying Substitute Mortgage Loans are substituted.

            "Depositor" means Bear Stearns Commercial Mortgage Securities II
Inc., a Delaware corporation, and its successors in interest.

            "Depository" has the meaning set forth in Section 3.7(a).

            "Depository Agreement" means the Letter of Representations dated the
Closing Date and by and among the Depositor, the Paying Agent and the
Depository.

            "Determination Date" means, with respect to any Distribution Date,
the earlier of (i) the 10th day of the month in which such Distribution Date
occurs or, if such day is not a Business Day, the immediately preceding Business
Day, and (ii) the 5th Business Day prior to the related Distribution Date,
commencing _______, ____.

            "Directly Operate" means, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management of
such REO Property, the holding of such REO Property primarily for sale to
customers (other than a sale of an REO Property pursuant to and in accordance
with Section 9.15) or the performance of any construction work thereon, in each
case other than through an Independent Contractor; provided, however, that the
Trustee (or the Special Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance, or makes
decisions as to repairs, tenant improvements or capital expenditures with
respect to such REO Property (including, without limitation, construction
activity to effect

                                      -19-
<PAGE>

repairs or in connection with leasing activity) or undertakes any ministerial
action incidental thereto.

            "Discount Rate" means the rate which, when compounded monthly, is
equivalent to the Treasury Rate when compounded semi-annually. The "Treasury
Rate," unless otherwise set forth in the Mortgage Loan documents, is the yield
calculated by the linear interpolation of the yields, as reported in Federal
Reserve Statistical Release H.15--Selected Interest Rates under the heading
"U.S. government securities/Treasury constant maturities" for the week ending
prior to the date of the relevant principal prepayment, of U.S. Treasury
constant maturities with a maturity date (one longer and one shorter) most
nearly approximating the maturity date (or the Anticipated Repayment Date, if
applicable) of the Mortgage Loan prepaid. If Release H.15 is no longer
published, the Master Servicer will select a comparable publication to determine
the Treasury Rate.

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

            "Distributable Certificate Interest" means, with respect to any
Distribution Date and any Class of Certificates (other than the Residual
Certificates) or Interests, the sum of (A) Accrued Certificate Interest in
respect of such Class or Interest, reduced (to not less than zero) by (i) any
Net Aggregate Prepayment Interest Shortfalls for such Class of Certificates or
Interests, allocated on such Distribution Date to such Class or Interest
pursuant to Section 6.7, and (ii) Realized Losses allocated on such Distribution
Date to reduce the Distributable Certificate Interest payable to such Class or
Interest pursuant to Section 6.6, plus (B) the Unpaid Interest.

            "Distribution Account" means the Distribution Account maintained by
the Paying Agent on behalf of the Trustee, in accordance with the provisions of
Section 5.3, which account shall be an Eligible Account.

            "Distribution Date" means the 15th day of each month or, if such day
is not a Business Day, the next succeeding Business Day, commencing --------,
----.

                                      -20-
<PAGE>

            "Due Date" means, with respect to a Mortgage Loan or B Note, the
date on which a Scheduled Payment is due.

            "Eligible Account" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "___" by ______ and "___" by ___, if the deposits
are to be held in the account for 30 days or less, or (B) long-term unsecured
debt obligations are rated at least "___" by ______ and "___" (or "_" (without
regard to any plus or minus), if the short-term unsecured debt obligations are
rated at least "___") by ___, if the deposits are to be held in the account more
than 30 days or (ii) a segregated trust account or accounts maintained in the
trust department of the Trustee, the Paying Agent or other financial institution
having a combined capital and surplus of at least $__________ and subject to
regulations regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal Regulations Section 9.10(b), or (iii) an account or accounts of a
depository institution acceptable to each Rating Agency, as evidenced by Rating
Agency Confirmation with respect to the use of any such account as the
Certificate Account or the Distribution Account. Notwithstanding anything in the
foregoing to the contrary, an account shall not fail to be an Eligible Account
solely because it is maintained with ______________________________________ or
___________________________, each a wholly-owned subsidiary of
_________________, provided that such subsidiary's or its parent's (A)
commercial paper, short-term unsecured debt obligations or other short-term
deposits are at least "___" in the case of ______, and "___" in the case of ___,
if the deposits are to be held in the account for 30 days or less, or (B)
long-term unsecured debt obligations are rated at least "___" in the case of
______ and "___" (or "_" (without regard to any plus or minus), if the
short-term unsecured debt obligations are rated at least "___") in the case of
___, if the deposits are to be held in the account for more than 30 days.

            "Eligible Investments" means any one or more of the following
financial assets or other property.

            (i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America, FNMA,
FHLMC or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United
States of America; provided that any obligation of FNMA or FHLMC, other than an
unsecured senior debt obligation of FNMA or FHLMC, shall be an Eligible
Investment only if Rating Agency Confirmation is obtained with respect to such
investment;

            (ii) demand or time deposits in, unsecured certificates of deposit
of, money market deposit accounts of, or bankers' acceptances issued by, any
depository institution or trust company (including the Trustee, the Master
Servicer, the Special Servicer, the Paying Agent or any Affiliate of the Master
Servicer, the Special Servicer, the Paying Agent or the Trustee, acting in its
commercial capacity) incorporated or organized under the laws of the United
States of America or any State thereof and subject to supervision and
examination by federal or state banking authorities, so long as the commercial
paper or other short-term debt obligations of such depository institution or
trust company are rated "___" by ___ and "_______" by ______ or the long-term
unsecured debt obligations of such depository institution or trust company have
been

                                      -21-
<PAGE>

assigned a rating by each Rating Agency at least equal "___" by ___ and "___" by
______ or its equivalent or, in each case, if not rated by a Rating Agency, then
such Rating Agency has issued a Rating Agency Confirmation;

            (iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been
entered into with a depository institution or trust company (acting as
principal) described in clause (ii) above and where such repurchase obligation
will mature prior to the Business Day preceding the next date upon which, as
described in this Agreement, such amounts are required to be withdrawn from the
Certificate Account and which meets the minimum rating requirement for such
entity described above (or for which Rating Agency Confirmation is obtained with
respect to such ratings);

            (iv) debt obligations (other than stripped bonds or stripped
coupons) bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state
thereof, which securities are rated "___" or its equivalent by each Rating
Agency, unless otherwise specified in writing by the Rating Agency; provided
that securities issued by any particular corporation will not be Eligible
Investments to the extent that investment therein will cause the
then-outstanding principal amount of securities issued by such corporation and
held in the Certificate Account to exceed _% of the sum of the aggregate
Certificate Principal Balance of the Principal Balance Certificates and the
aggregate principal amount of all Eligible Investments in the Certificate
Account;

            (v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) rated "____" by
___ and "_______" by ______ (or for which Rating Agency Confirmation is obtained
with respect to such ratings);

            (vi) units of investment funds (including money market funds) rated
in the highest long-term category by ___ and ______, or if not rated by ___ or
______, then ___ or ______, as applicable, has issued a Rating Agency
Confirmation;

            (vii) guaranteed reinvestment agreements maturing within 365 days or
less issued by any bank, insurance company or other corporation whose long-term
unsecured debt rating is not less than "___" by ___ and "___" by ______, or for
which Rating Agency Confirmation is obtained with respect to such ratings;

            (viii) any money market funds that maintain a constant asset value
and that are rated "___" (or its equivalent rating) by ______ and "____" or
"____" (or its equivalent) by ___, and any other demand, money-market or time
deposit, or any other obligation, security or investment, with respect to which
Rating Agency Confirmation has been obtained; and (ix) such other investments
bearing interest or sold at a discount, earning a return "in the nature of
interest" within the meaning of Treasury Regulation Section 1.860G-2(g)(1)(i)
(as evidenced by an Opinion of Counsel delivered to the Trustee and the Paying
Agent by the Master Servicer at the Master Servicer's expense), as are
acceptable to the Rating

                                      -22-
<PAGE>

Agencies (as evidenced by Rating Agency Confirmation) and treated as "permitted
investments" that are "cash flow investments" under Code Section 860G(a)(5);

provided (A) such investment is held for a temporary period pursuant to Section
1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is payable by
the obligor in U.S. dollars, and (C) that no such instrument shall be an
Eligible Investment (1) if such instrument evidences either (a) a right to
receive only interest payments or only principal payments with respect to the
obligations underlying such instrument or (b) a right to receive both principal
and interest payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than ___% of the yield to maturity at par of such
underlying obligations, or (2) if it may be redeemed at a price below the
purchase price or (3) if it is not treated as a "permitted investment" that is a
"cash flow investment" under Code Section 860G(a)(5); and provided, further,
that any such instrument shall have a maturity date no later than the date such
instrument is required to be used to satisfy the obligations under this
Agreement, and, in any event, shall not have a maturity in excess of one year;
any such instrument must have a predetermined fixed dollar of principal due at
maturity that cannot vary or change; if rated, the obligation must not have an
"r" highlighter affixed to its rating; interest on any variable rate instrument
shall be tied to a single interest rate index plus a single fixed spread (if
any) and move proportionally with that index; and provided, further, that no
amount beneficially owned by any REMIC Pool (including any amounts collected by
the Master Servicer but not yet deposited in the Certificate Account) may be
invested in investments treated as equity interests for Federal income tax
purposes. No Eligible Investments shall be purchased at a price in excess of
par. For the purpose of this definition, units of investment funds (including
money market funds) shall be deemed to mature daily.

            "Environmental Insurance Policy" shall mean, with respect to any
Mortgage Loan or the related 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 Mortgage Loan, Mortgaged
Property or REO Property, as the case may be, for the benefit of, among others,
the Trustee on behalf of the Certificateholders.

            "Environmental Laws" means any and all federal, state and local
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions, now or hereafter in effect, relating to health or the
environment or to emissions, discharges or releases of chemical substances,
including, without limitation, any and all pollutants, contaminants, petroleum
or petroleum products, asbestos or asbestos-containing materials,
polychlorinated biphenyls, urea-formaldehyde insulation, radon, industrial,
toxic or hazardous substances or wastes, into the environment, including,
without limitation, ambient air, surface water, ground water or land, or
otherwise relating to the manufacture, processing, distribution, use, labeling,
registration, treatment, storage, disposal, transport or handling of any of the
foregoing substances or wastes or the clean-up or other remediation thereof.

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

                                      -23-
<PAGE>

            "Escrow Account" means an account established by or on behalf of the
Master Servicer pursuant to Section 8.3(e).

            "Escrow Amount" means any amount payable with respect to a Mortgage
Loan (including an A/B Mortgage Loan) for taxes, assessments, water rates,
Standard Hazard Insurance Policy premiums, ground lease payments, reserves for
capital improvements, deferred maintenance, repairs, tenant improvements,
leasing commissions, rental achievements, environmental matters and other
reserves or comparable items.

            "Event of Default" has the meaning set forth in Section 8.28(a).

            "Excess Interest" means, with respect to an ARD Loan if an ARD Loan
is not prepaid in full on or before its Anticipated Repayment Date, the excess,
if any of (i) interest accrued at the rate of interest applicable to such
Mortgage Loan after such Anticipated Repayment Date (plus any interest on such
interest as may be provided for under the Mortgage Loan documents) over (ii)
interest accrued at the rate of interest applicable to such Mortgage Loan before
such Anticipated Repayment Date. Excess Interest on the ARD Loan is an asset of
the Trust, but shall not be an asset of any REMIC Pool formed hereunder.

            "Excess Interest Sub-account" means an administrative sub-account of
the Distribution Account. The Excess Interest Sub-account shall not be an asset
of any REMIC Pool formed hereunder.

            "Excess Liquidation Proceeds" means, with respect to any Mortgage
Loan, the excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO
Property, over (ii) the amount that would have been received if a Principal
Prepayment in full had been made with respect to such Mortgage Loan (or, in the
case of an REO Property related to an A/B Mortgage Loan, a Principal Prepayment
in full had been made with respect to both the related A Note and B Note) on the
date such proceeds were received.

            "Excess Servicing Fee" means, with respect to the Mortgage Loans for
which an "excess servicing fee rate" is designated on the Mortgage Loan
Schedule, the monthly fee payable to ______________________________________ or
its successors and assigns, as holder of excess servicing rights, which fee
shall accrue on the Scheduled Principal Balance of each such Mortgage Loan
immediately prior to the Due Date occurring in each month at the per annum rate
(determined in the same manner as the applicable Mortgage Rate for such Mortgage
Loan is determined for such month) specified on the Mortgage Loan Schedule (the
"Excess Servicing Fee Rate"). Each holder of excess servicing rights is entitled
to Excess Servicing Fees only with respect to the Mortgage Loans as indicated on
Exhibit J hereto.

            "Exchange Certification" means an Exchange Certification
substantially in the form set forth in Exhibit H hereto executed by a holder of
an interest in a Regulation S Global Certificate or a Rule 144A-IAI Global
Certificate, as applicable.

            "Exemption" means each of the individual prohibited transaction
exemptions granted by the United States Department of Labor to the Underwriters,
as amended.

                                      -24-
<PAGE>

            "Expense Loss" means a loss realized upon payment by the Trust of an
Additional Trust Expense.

            "Extension" has the meaning set forth in Section 9.15(a).

            "FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.

            "FHLMC" means the Federal Home Loan Mortgage Corporation, or any
successor thereto.

            "FHLMC Audit Program" has the meaning set forth in Section 8.13.

            "Final Certification" has the meaning set forth in Section 2.2.

            "Final Prospectus Supplement" has the meaning set forth in the
Preliminary Statement hereto.

            "Final Recovery Determination" means a determination with respect to
any Mortgage Loan, B Note or Specially Serviced Mortgage Loan by the Master
Servicer in consultation with the Special Servicer in respect of any Defaulted
Mortgage Loan (including a Mortgage Loan or B Note that became an REO Property),
in each case, in its good faith discretion, consistent with the Servicing
Standard, that all Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds, Purchase Proceeds and other payments or recoveries which the Master
Servicer or the Special Servicer, as the case may be, expects to be finally
recoverable on such Mortgage Loan or B Note, without regard to any obligation of
the Master Servicer, the Trustee or the Fiscal Agent, as the case may be, to
make payments from its own funds pursuant to Article IV hereof, have been
recovered. The Special Servicer shall be required to provide the Master Servicer
with prompt written notice of any Final Recovery Determination with respect to
any Specially Serviced Mortgage Loan upon making such determination. The Master
Servicer shall notify the Trustee and the Paying Agent of such determination and
the Paying Agent shall deliver a copy of such notice to each Rating Agency.

            "Final Scheduled Distribution Date" means, for each Class of rated
Certificates, the Distribution Date on which such Class would be paid in full if
payments were made on the Mortgage Loans in accordance with their terms, except
that ARD Loans are assumed to be repaid on their Anticipated Repayment Dates.

            "Fiscal Agent" means __________________, a [banking association]
organized under the laws of the ___________________ and its permitted successors
and assigns.

            "Fiscal Agent Termination Event" has the meaning set forth in
Section 4.7 hereof.

            "FNMA" means the Federal National Mortgage Association, or any
successor thereto.

                                      -25-
<PAGE>

            "Global Certificate" means any Rule 144A-IAI Global Certificate,
Regulation S Temporary Global Certificate or Regulation S Permanent Global
Certificate.

            "Holder" means the Person in whose name a Certificate is registered
on the Certificate Register.

            "IAI Definitive Certificate" means, with respect to any Class of
Certificate sold to Institutional Accredited Investors who are not Qualified
Institutional Buyers, a Certificate in definitive, fully registered certificated
form without interest coupons.

            "Independent" means, when used with respect to any Accountants, a
Person who is "independent" within the meaning of Rule 2-01(B) of the Securities
and Exchange Commission's Regulation S-X. Independent means, when used with
respect to any other Person, a Person who (A) is in fact independent of another
specified Person and any Affiliate of such other Person, (B) does not have any
material direct or indirect financial interest in such other Person or any
Affiliate of such other Person, (C) is not connected with such other Person or
any Affiliate of such other Person as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions
and (D) is not a member of the immediate family of a Person defined in clause
(B) or (C) above.

            "Independent Contractor" means either (i) with respect to any
Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan, any Person
designated by the Master Servicer (other than the Master Servicer, but which may
be an Affiliate of the Master Servicer), or (B) that is a Specially Serviced
Mortgage Loan, any Person designated by the Special Servicer that would be an
"independent contractor" with respect to a REMIC within the meaning of Section
856(d)(3) of the Code if such REMIC were a real estate investment trust (except
that the ownership test set forth in such Section shall be considered to be met
by any Person that owns, directly or indirectly, __% or more of the Aggregate
Certificate Balance or Notional Amount, as the case may be, of any Class of the
Certificates (other than the [Class R-III] Certificates), a Percentage Interest
of __% or more in the [Class R-III] Certificates or such other interest in any
Class of the Certificates or of the applicable REMIC as is set forth in an
Opinion of Counsel, which shall be at no expense to the Trustee or the Trust) so
long as such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC is at arm's
length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or
(ii) any other Person (including the Master Servicer or the Special Servicer)
upon receipt by the Trustee of an Opinion of Counsel, which shall be at the
expense of the Person delivering such opinion to the Trustee, to the effect that
the taking of any action in respect of any REO Property by such Person, subject
to any conditions therein specified, that is otherwise herein contemplated to be
taken by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes of
Section 860D(a) of the Code), or cause any income realized in respect of such
REO Property to fail to qualify as Rents from Real Property.

            "Initial Certification" has the meaning set forth in Section 2.2.

                                      -26-
<PAGE>

            "Initial Deposit" means the amount of all collections made on the
Mortgage Loans from the Cut-Off Date to and excluding the initial Closing Date.

            "Inspection Report" means the report delivered by the Master
Servicer or the Special Servicer, as the case may be, substantially in the form
of Exhibit L hereto.

            "Institutional Accredited Investor" means an institutional
accredited investor qualifying pursuant to Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act.

            "Insurance Policies" means, collectively, any Standard Hazard
Insurance Policy, flood insurance policy, title insurance policy or
Environmental Insurance Policy relating to the Mortgage Loans or the Mortgaged
Properties in effect as of the initial Closing Date or thereafter during the
term of this Agreement.

            "Insurance Proceeds" means amounts paid by the insurer under any
Insurance Policy, other than amounts required to be paid over to the Mortgagor
pursuant to law, the related Mortgage Loan, the related B Note or the Servicing
Standard.

            "Insured Environmental Event" has the meaning set forth in Section
9.1(f).

            "Intercreditor Agreement" means, with respect to an A/B Mortgage
Loan, the related intercreditor agreement by and between the holder of the
related A Note and the holder of the related B Note relating to the relative
rights of such holders of the respective A Note and B Note, as the same may be
further amended from time to time in accordance with the terms thereof. There
are no Intercreditor Agreements in connection with A/B Mortgage Loans related to
the Trust.

            "Interest" means a REMIC I Interest or a REMIC II Interest, as
applicable.

            "Interest Accrual Period" means, for any Distribution Date, with
respect to all Classes of Certificates and Interests (other than the Residual
Certificates), the period beginning on the first day of the month preceding the
month in which such Distribution Date occurs and ending on the last day of the
month preceding the month in which such Distribution Date occurs.

            "Interest Reserve Account" means that Interest Reserve Account
maintained by the Master Servicer pursuant to Section 5.1(a), which account
shall be an Eligible Account.

            "Interest Reserve Amount" has the meaning set forth in Section
5.1(d).

            "Interest Reserve Loans" shall mean the Mortgage Loans which bear
interest other than on the basis of a 360-day year consisting of twelve (12)
30-day months.

            "Interested Person" means, as of any date of determination, the
Master Servicer, the Special Servicer, the Depositor, the holder of any related
Junior Indebtedness (with respect to any particular Mortgage Loan), a holder of
__% or more of the Controlling Class, the Operating Adviser, any Independent
Contractor engaged by the Master Servicer or the Special Servicer pursuant to
this Agreement, or any Person actually known to a Responsible Officer of the
Trustee to be an Affiliate of any of them.

                                      -27-
<PAGE>

            "Junior Indebtedness" means any indebtedness of any Mortgagor that
is secured by a lien that is junior in right of payment to the lien of the
Mortgage securing the related Mortgage Note.

            "Late Collections" means, with respect to any Mortgage Loan or B
Note, all amounts received during any Collection Period, whether as late
payments or as Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds,
Purchase Proceeds or otherwise, that represent payments or collections of
Scheduled Payments due but delinquent for a previous Collection Period and not
previously recovered.

            "Late Fees" means a fee payable to the Master Servicer or the
Special Servicer, as the case may be, to the extent actually collected from the
Mortgagor as provided in the related Mortgage Loan or B Note in connection with
a late payment made by such Mortgagor.

            "Liquidation Expenses" means reasonable and direct expenses incurred
by the Special Servicer on behalf of the Trust in connection with the
enforcement and liquidation of any Specially Serviced Mortgage Loan or REO
Property acquired in respect thereof including, without limitation, reasonable
legal fees and expenses, appraisal fees, committee or referee fees, property
manager fees, and, if applicable, brokerage commissions and conveyance taxes for
such Specially Serviced Mortgage Loan. All Liquidation Expenses relating to
enforcement and disposition of the Specially Serviced Mortgage Loan shall be (i)
paid out of income from the related REO Property, to the extent available or
(ii) advanced by the Master Servicer, subject to Section 4.4 and Section 4.6(e)
hereof, as a Servicing Advance.

            "Liquidation Fee" means a fee equal to the product of (x) ___% and
(y) the Liquidation Proceeds received in connection with a final disposition of
a Specially Serviced Mortgage Loan or REO Property and any Condemnation Proceeds
received by the Trust; provided, however, that (i) in the case of a final
disposition consisting of the repurchase of a Mortgage Loan or REO Property by a
Seller pursuant to Section 2.3, such fee will only be paid by such Seller if
repurchased after the date that is 180 days after the applicable Seller receives
notice of the breach or defect causing the repurchase and (ii) in the case of an
A/B Mortgage Loan, such fee will not be payable if the holder of the related B
Note, within 15 days after receipt of notice that a Servicing Transfer Event has
occurred with respect to the related A Note or the B Note, exercises its option
to purchase the A Note pursuant to the Intercreditor Agreement; provided, that
this clause (ii) shall not be applicable if the holder of the related B Note has
exercised its right to cure three consecutive monetary defaults under the
Intercreditor Agreement and a monetary default occurs in the following month.

            "Liquidation Proceeds" means proceeds from the sale or liquidation
of a Mortgage Loan or B Note or related REO Property, net of Liquidation
Expenses and any related Advances and interest thereon (to the extent not
otherwise paid pursuant to Section 4.6(c)).

            "Liquidation Realized Loss" means, with respect to each Mortgage
Loan or REO Property, as the case may be, as to which a Cash Liquidation or REO
Disposition has occurred, an amount equal to the sum, without duplication, of
(A) the Principal Balance of the Mortgage Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan) as of the date of the Cash Liquidation or REO
Disposition, plus (B) unpaid interest and interest accrued

                                      -28-
<PAGE>

thereon at the applicable Mortgage Rate, plus (C) any expenses incurred in
connection with such Mortgage Loan that are reimbursable to any Person, other
than amounts previously treated as Expense Losses or included in the definition
of Liquidation Expenses minus the sum of (i) REO Income applied as recoveries of
principal or interest on the related Mortgage Loan or REO Property, and (ii)
Liquidation Proceeds, Late Collections and all other amounts recovered from the
related Mortgagor and received during the Collection Period in which such Cash
Liquidation or REO Disposition occurred and which are not required under any
Intercreditor Agreement to be payable or reimbursable to any holder of a B Note.
REO Income and Liquidation Proceeds shall be applied first against any Expense
Losses (to the extent not included in the definition of Liquidation Expenses)
for such Mortgage Loan, the unpaid interest on the Mortgage Loan, calculated as
described in clause (B) above, and then against the Principal Balance of such
Mortgage Loan, calculated as described in clause (A) above.

            "Loan-to-Value Ratio" means, as of any date with respect to a
Mortgage Loan, the fraction, expressed as a percentage, the numerator of which
is the Principal Balance of such Mortgage Loan at the date of determination and
the denominator of which is the value of the Mortgaged Property as shown on the
most recent Appraisal or valuation of the Mortgaged Property which is available
as of such date.

            "Lock-Box Account" has the meaning set forth in Section 8.3(g).

            "Lock-Box Agreement" means, with respect to any Mortgage Loan, any
lock-box agreement relating to such Mortgage Loan among the related Mortgagor, a
depositary institution and the Master Servicer pursuant to which a Lock-Box
Account is created.

            "Losses" has the meaning set forth in Section 12.4.

            "Luxembourg Paying Agent" has the meaning set forth in Section 7.18.

            "Luxembourg Transfer Agent" has the meaning set forth in Section
7.18.

            "MAI" means Member of the Appraisal Institute.

            "Master Servicer" means ______________________________________ and
its permitted successors or assigns.

            "Master Servicer Remittance Date" means, for each Distribution Date,
the Business Day immediately preceding such Distribution Date.

            "Master Servicer Remittance Report" means a report prepared by the
Master Servicer and in such media as may be agreed upon by the Master Servicer
and the Paying Agent containing such information regarding the Mortgage Loans as
will permit the Paying Agent to calculate the amounts to be distributed to the
Certificateholders pursuant to this Agreement and to furnish the Monthly
Certificateholders Report to Certificateholders required to be delivered
hereunder and containing such additional information as the Master Servicer, the
Paying Agent and the Depositor may from time to time mutually agree.

                                      -29-
<PAGE>

            "Master Servicing Fee" means for each calendar month, as to each
Mortgage Loan and B Note (including REO Mortgage Loans and Defeasance Loans), an
amount equal to the Master Servicing Fee Rate applicable to such month
(determined in the same manner (other than the rate of accrual) as the
applicable Mortgage Rate is determined for such Mortgage Loan or B Note for such
month) multiplied by the Scheduled Principal Balance of such Mortgage Loan or B
Note immediately before the Due Date occurring in such month, subject to
reduction in respect of Compensating Interest, as set forth in Section 8.10(c).

            "Master Servicing Fee Rate" means, with respect to each Mortgage
Loan and any B Note (including any Mortgage Loan relating to an REO Property),
the rate per annum specified as such on the Mortgage Loan Schedule.

            "Material Breach" has the meaning set forth in Section 2.3(a).

            "Material Document Defect" has the meaning set forth in Section
2.3(a).

            "Maturity Date" means, with respect to any Mortgage Loan or B Note
as of any date of determination, the date on which the last payment of principal
is due and payable under the related Mortgage Loan or B Note, after taking into
account all Principal Prepayments received and any Deficient Valuation, Debt
Service Reduction Amount or modification of the Mortgage Loan or B Note
occurring prior to such date of determination, but without giving effect to (i)
any acceleration of the principal of such Mortgage Loan or B Note or (ii) any
grace period permitted by the related Mortgage Loan or B Note.

            "Modification Fee" means a fee, if any, collected from a Mortgagor
by the Master Servicer in connection with a modification of any Mortgage Loan or
B Note other than a Specially Serviced Mortgage Loan or collected by the Special
Servicer in connection with the modification of a Specially Serviced Mortgage
Loan.

            "Modification Loss" means, with respect to each Mortgage Loan, (i) a
decrease in the Principal Balance of such Mortgage Loan as a result of a
modification thereof in accordance with the terms hereof, (ii) any expenses
connected with such modification, to the extent (x) reimbursable to the Trustee,
the Special Servicer or the Master Servicer and (y) not recovered from the
Mortgagor or (iii) in the case of a modification of such Mortgage Loan that
reduces the Mortgage Rate thereof, the excess, on each Due Date, of the amount
of interest that would have accrued at a rate equal to the original Mortgage
Rate, over interest that actually accrued on such Mortgage Loan during the
preceding Collection Period.

            "Money Term" means with respect to any Mortgage Loan or B Note, the
Maturity Date, Mortgage Rate, Principal Balance, amortization term or payment
frequency thereof or any provision thereof requiring the payment of a prepayment
premium, yield maintenance payment or percentage premium in connection with a
principal prepayment (and shall not include late fees or default interest
provisions).

            "Monthly Certificateholders Report" means a report provided pursuant
to Section 5.4 by the Paying Agent monthly as of the related Determination Date
generally in the form and substance of Exhibit M, which sets forth, to the
extent applicable: (i) the amount, if any, of such distributions to the holders
of each Class of Principal Balance Certificates applied to

                                      -30-
<PAGE>

reduce the respective Certificate Balances thereof; (ii) the amount of such
distribution to holders of each Class of Certificates allocable to (A) interest
accrued at the respective Pass-Through Rates, less any Net Aggregate Prepayment
Interest Shortfalls and (B) Prepayment Premiums; (iii) the number of outstanding
Mortgage Loans and the aggregate Principal Balance and Scheduled Principal
Balance of the Mortgage Loans at the close of business on such Determination
Date; (iv) the number and aggregate Scheduled Principal Balance of Mortgage
Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 or
more days, (D) as to which foreclosure proceedings have been commenced, or (E)
as to which bankruptcy proceedings have been commenced; (v) with respect to any
REO Property included in the Trust, the Principal Balance of the related
Mortgage Loan as of the date of acquisition of the REO Property and the
Scheduled Principal Balance thereof; (vi) as of the related Determination Date
(A) as to any REO Property sold during the related Collection Period, the date
of the related determination by the Special Servicer that it has recovered all
payments which it expects to be finally recoverable and the amount of the
proceeds of such sale deposited into the Certificate Account, and (B) the
aggregate amount of other revenues collected by the Special Servicer with
respect to each REO Property during the related Collection Period and credited
to the Certificate Account, in each case identifying such REO Property by the
loan number of the related Mortgage Loan; (vii) the Aggregate Certificate
Balance or Notional Amount, as the case may be, of each Class of Certificates
before and after giving effect to the distribution made on such Distribution
Date; (viii) the aggregate amount of Principal Prepayments made during the
related Collection Period; (ix) the Pass-Through Rate applicable to each Class
of Certificates for such Distribution Date; (x) the aggregate amount of the
Master Servicing Fee, the Primary Servicing Fee, the Special Servicing Fee and
the Excess Servicing Fees; (xi) the amount of Unpaid Interest and Realized
Losses, if any, incurred with respect to the Mortgage Loans, including a
breakout by type of such Realized Losses; (xii) the aggregate amount of
Servicing Advances and P&I Advances outstanding separately stated that have been
made by the Master Servicer, the Trustee and the Fiscal Agent; and (xiii) the
amount of any Appraisal Reductions effected during the related Collection Period
on a loan-by-loan basis and the total Appraisal Reductions in effect as of such
Distribution Date. In the case of information furnished pursuant to subclauses
(i), (ii) and (xi) above, the amounts shall be expressed in the aggregate and as
a dollar amount per $_____ of original principal amount of the Certificates for
all Certificates of each applicable Class.

            "Mortgage" means the mortgage, deed of trust or other instrument
securing a Mortgage Note.

            "Mortgage File" means the mortgage documents listed below:

            (i) the original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of
________________________________, as Trustee for Bear Stearns Commercial
Mortgage Securities II Inc., Commercial Mortgage Pass-Through Certificates,
Series 200_-___, without recourse, representation or warranty" or if the
original Mortgage Note is not included therein, then a lost note affidavit with
a copy of the Mortgage Note attached thereto;

            (ii) the original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of

                                      -31-
<PAGE>

attorney certified by the public recorder's office, with evidence of recording
thereon (if recording is customary in the jurisdiction in which such power of
attorney was executed) or certified by a title insurance company or escrow
company to be a true copy thereof; provided that if such original Mortgage
cannot be delivered with evidence of recording thereon on or prior to the 45th
day following the Closing Date because of a delay caused by the public recording
office where such original Mortgage has been delivered for recordation or
because such original Mortgage has been lost, the Depositor shall deliver or
cause to be delivered to the Trustee a true and correct copy of such Mortgage,
together with (A) in the case of a delay caused by the public recording office,
an Officer's Certificate of the applicable Seller stating that such original
Mortgage has been sent to the appropriate public recording official for
recordation or (B) in the case of an original Mortgage that has been lost after
recordation, a certification by the appropriate county recording office where
such Mortgage is recorded that such copy is a true and complete copy of the
original recorded Mortgage;

            (iii) the originals of all agreements modifying a Money Term or
other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon (which are reflected in the Mortgage Loan
Schedule), or if such original modification, consolidation and extension
agreements have been delivered to the appropriate recording office for
recordation and either have not yet been returned on or prior to the 45th day
following the Closing Date with evidence of recordation thereon or have been
lost after recordation, true copies of such modifications, consolidations and
extensions certified by the applicable Seller together with (A) in the case of a
delay caused by the public recording office, an Officer's Certificate of the
applicable Seller stating that such original modification, consolidation or
extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (B) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;

            (iv) an original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "________________________________, as Trustee for Bear
Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage Pass-Through
Certificates, Series 200_-___;"

            (v) originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the
applicable Seller, or in the case of an original blanket intervening assignment
of Mortgage retained by the applicable Seller, a copy thereof certified by the
applicable Seller or, if any original intervening assignment of Mortgage has not
yet been returned on or prior to the 45th day following the Closing Date from
the applicable recording office or has been lost, a true and correct copy
thereof, together with (A) in the case of a delay caused by the public recording
office, an Officer's Certificate of the applicable Seller stating that such
original intervening assignment of Mortgage has been sent to the appropriate
public recording official for recordation or (B) in the case of an original
intervening assignment of Mortgage that has been lost after recordation, a
certification by the appropriate county recording

                                      -32-
<PAGE>

office where such assignment is recorded that such copy is a true and complete
copy of the original recorded intervening assignment of Mortgage;

            (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the applicable Seller
to be a true and complete copy of the original Assignment of Leases submitted
for recording, together with (A) an original of each assignment of such
Assignment of Leases with evidence of recording thereon and showing a complete
recorded chain of assignment from the named assignee to the holder of record,
and if any such assignment of such Assignment of Leases has not been returned
from the applicable public recording office, a copy of such assignment certified
by the applicable Seller to be a true and complete copy of the original
assignment submitted for recording, and (B) an original assignment of such
Assignment of Leases, in recordable form, signed by the holder of record in
favor of "________________________________, as Trustee for Bear Stearns
Commercial Mortgage Securities II Inc., Commercial Mortgage Pass-Through
Certificates, Series 200_-___," which assignment may be effected in the related
Assignment of Mortgage;

            (vii) the original of each guaranty, if any, constituting additional
security for the repayment of such Mortgage Loan;

            (viii) the original Title Insurance Policy or in the event such
original Title Insurance Policy has not been issued, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

            (ix) (A) UCC financing statements (together with all assignments
thereof) and (B) UCC-2 or UCC-3 financing statements to the Trustee executed and
delivered in connection with the Mortgage Loan;

            (x) copies of the related ground lease(s), if any, related to any
Mortgage Loan where the Mortgagor is the lessee under such ground lease and
there is a lien in favor of the mortgagee in such lease;

            (xi) copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, the Intercreditor
Agreement, and a copy (that is, not the original) of the mortgage note
evidencing the related B Note), if any, related to any Mortgage Loan;

            (xii) either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be
assigned and delivered to the Trustee on behalf of the Trust with a copy to be
held by the Primary Servicer (or the Master Servicer), and applied, drawn,
reduced or released in accordance with documents evidencing or securing the
applicable Mortgage Loan, this Agreement and the applicable Primary Servicing
Agreement or (B) the original of each letter of credit, if any, constituting
additional collateral for

                                      -33-
<PAGE>

such Mortgage Loan, which shall be held by the Primary Servicer (or the Master
Servicer) on behalf of the Trustee, with a copy to be held by the Trustee, and
applied, drawn, reduced or released in accordance with documents evidencing or
securing the applicable Mortgage Loan, this Agreement and the applicable Primary
Servicing Agreement (it being understood that each Seller has agreed (a) that
the proceeds of such letter of credit belong to the Trust, (b) to notify, on or
before the Closing Date, the bank issuing the letter of credit that the letter
of credit and the proceeds thereof belong to the Trust, and to use reasonable
efforts to obtain within 30 days (but in any event to obtain within 90 days)
following the Closing Date, an acknowledgement thereof by the bank (with a copy
of such acknowledgement to be sent to the Trustee) and (c) to indemnify the
Trust for any liabilities, charges, costs, fees or other expenses accruing from
the failure of the Seller to assign the letter of credit hereunder). In the case
of clause (B) above, each Primary Servicer (and the Master Servicer)
acknowledges that any letter of credit held by it shall be held in its capacity
as agent of the Trust, and if a Primary Servicer (or Master Servicer) sells its
rights to service the applicable Mortgage Loan, the applicable Primary Servicer
(or Master Servicer) will assign the applicable letter of credit to the Trust or
at the direction of the Special Servicer to such party as the Special Servicer
may instruct, in each case, at the expense of the Primary Servicer (or Master
Servicer). The Primary Servicer (or Master Servicer) shall indemnify the Trust
for any loss caused by the ineffectiveness of such assignment;

            (xiii) the original environmental indemnity agreement, if any,
related to any Mortgage Loan;

            (xiv) third-party management agreements for hotels and mortgaged
properties securing Mortgage Loans with a Cut-Off Date Principal Balance equal
to or greater than $__________;

            (xv) any Environmental Insurance Policy; and

            (xvi) any affidavit and indemnification agreement.

            "Mortgage Loan" means a Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the Mortgage Loan Schedule,
as amended from time to time, and conveyed, transferred, sold, assigned to or
deposited with the Trustee pursuant to Section 2.1 or Section 2.3, and Mortgage
Loan shall also include any Defeasance Loan and with respect to any A/B Mortgage
Loan, shall include the A Note (but shall not include the related B Note).

            "Mortgage Loan Purchase Agreement" means Mortgage Loan Purchase
Agreement I, Mortgage Loan Purchase Agreement II, Mortgage Loan Purchase
Agreement III, Mortgage Loan Purchase Agreement IV or Mortgage Loan Purchase
Agreement V, as the case may be.

            "Mortgage Loan Purchase Agreement I" Reserved.

            "Mortgage Loan Purchase Agreement [II]" means that certain Mortgage
Loan Purchase Agreement between ___________ and the Depositor dated as of
_________, ____ with respect to the ___________ Loans, a form of which is
attached hereto as Exhibit K-[2].

                                      -34-
<PAGE>

            "Mortgage Loan Purchase Agreement [III]" means that certain Mortgage
Loan Purchase Agreement between _________ and the Depositor dated as of
_________, with respect to the _________ Loans, a form of which is attached
hereto as Exhibit K-[3].

            "Mortgage Loan Purchase Agreement [IV]" means that certain Mortgage
Loan Purchase Agreement between [BSF] and the Depositor dated as of _________,
____ with respect to the [BSF] Loans, a form of which is attached hereto as
Exhibit K-[4].

            "Mortgage Loan Purchase Agreement [V]" means that certain Mortgage
Loan Purchase Agreement between _______ and the Depositor dated as of _________,
____ with respect to the _______ Loans, a form of which is attached hereto as
Exhibit K-[5].

            "Mortgage Loan Schedule" or "Loan Schedule" means, collectively, the
schedule attached hereto as Schedule [II], which identifies each ___________
Loan, the schedule attached hereto as Schedule [III], which identifies each
_________ Loan, the schedule attached hereto as Schedule [IV], which identifies
each ___ Loan and the schedule attached hereto as Schedule [V], which identifies
each _______ Loan as such schedules may be amended from time to time pursuant to
Section 2.3.

            "Mortgage Note" means the note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

            "Mortgage Rate" means, for a given Mortgage Loan or B Note, the per
annum rate at which interest accrues on such Mortgage Loan or B Note.

            "Mortgaged Property" means the real property, together with
improvements thereto, securing the indebtedness of the Mortgagor under the
related Mortgage Loan and, in the case of an A/B Mortgage Loan, the related B
Note.

            "Mortgagee" means, with respect to any Mortgage as of any date of
determination, the mortgagee named therein as of such date.

            "Mortgagor" means the obligor on a Mortgage Note.

            "Net Aggregate Prepayment Interest Shortfall" means for any
Distribution Date, with respect to all Mortgage Loans which are not Specially
Serviced Mortgage Loans, the excess, if any, of aggregate Prepayment Interest
Shortfalls for such Mortgage Loans over the sum of (A) the Compensating Interest
to be paid by the Master Servicer on such Distribution Date and (B) the
aggregate Prepayment Interest Excesses for such Collection Period for all
Mortgage Loans which are not Specially Serviced Mortgage Loans.

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

            "1933 Act" means the Securities Act of 1933, as amended.

            "1934 Act" means the Securities Exchange Act of 1934, as amended.

                                      -35-
<PAGE>

            "Non-Investment Grade Certificates" means each Class of Certificates
that, at the time of transfer, is not rated in one of the four highest generic
rating categories by at least one of ___ or ______.

            "Non-Registered Certificate" means, unless and until registered
under the Securities Act, any [Class X], [Class D], [Class E], [Class F], [Class
G], [Class H], [Class J], [Class K], [Class L], [Class M], [Class N] or Residual
Certificate.

            "Nondisqualification Opinion" means a written Opinion of Counsel to
the effect that a contemplated action will neither cause any REMIC Pool to fail
to qualify as a REMIC at any time that any Certificates are outstanding nor
cause a "prohibited transaction," "prohibited contribution" or any other tax
(other than a tax on "net income from foreclosure property" permitted to be
incurred under this Agreement) to be imposed on any REMIC Pool or the Trust.

            "Noneconomic Residual Interest" means a residual interest that is a
"noneconomic residual interest" within the meaning of Treasury Regulation
Section 1.860E-1(c).

            "Nonrecoverable Advance" means the portion of any Advance (including
interest accrued thereon at the Advance Rate) previously made or proposed to be
made by the Master Servicer, the Trustee or the Fiscal Agent that, in its
respective sole discretion, exercised in good faith and, with respect to the
Master Servicer, in accordance with the Servicing Standard, will not be or, in
the case of a current delinquency, would not be, ultimately recoverable, from
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or Purchase
Proceeds (or from any other collections) with respect to the related Mortgage
Loan (in the case of P&I Advances and Servicing Advances) or B Note (in the case
of Servicing Advances) or REO Property (in the case of P&I Advances and
Servicing Advances), as evidenced by an Officer's Certificate delivered pursuant
to Section 4.4. Such Officer's Certificate shall be delivered to the Trustee
(upon which the Trustee may conclusively rely) or to the Depositor (if the
Trustee or the Fiscal Agent is delivering such Officer's Certificate) and (in
either case) to the Special Servicer and the Paying Agent in the time periods as
specified in Section 4.4 and shall include the information and reports set forth
in Section 4.4. In determining whether an Advance with respect to any Mortgage
Loan (in the case of P&I Advances and Servicing Advances) or B Note (in the case
of Servicing Advances) will be recoverable, the Master Servicer, the Trustee or
the Fiscal Agent, as applicable, shall take into account amounts that may be
realized on the related Mortgaged Property in its "as is" or then current
condition and occupancy. Absent bad faith, the Master Servicer's determination
as to the recoverability of any Advance shall be conclusive and binding on the
Certificateholders and, in the case of any B Note, the holder of the B Note and
may, in all cases, be relied on by the Trustee and the Fiscal Agent.

            "Notional Amount" means, as of any date of determination: (i) with
respect to all of the [Class X-1] Certificates as a Class, the [Class X-1]
Notional Amount as of such date of determination; (ii) with respect to any
[Class X-1] Certificate, the product of the Percentage Interest evidenced by
such Certificate and the [Class X-1] Notional Amount as of such date of
determination; (iii) with respect to all of the [Class X-2] Certificates as a
Class, the [Class X-2] Notional Amount as of such date of determination and (iv)
with respect to any [Class X-2] Certificate, the product of the Percentage
Interest evidenced by such Certificate and the [Class X-2] Notional Amount as of
such date of determination.

                                      -36-
<PAGE>

            "Officer's Certificate" means (v) in the case of the Depositor, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice President, and by one or more of the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Depositor, or (w) in
the case of the Master Servicer and the Special Servicer, any of the officers
referred to above or an employee thereof designated as a Servicing Officer or
Special Servicing Officer pursuant to this Agreement, (x) in the case of the
Trustee or the Fiscal Agent, a certificate signed by a Responsible Officer, (y)
in the case of a Seller, a certificate signed by one or more of the Chairman of
the Board, any Vice Chairman, the President, or any Senior Vice President, Vice
President or Assistant Vice President and (z) in the case of the Paying Agent, a
certificate signed by a Responsible Officer, each with specific responsibilities
for the matters contemplated by this Agreement.

            "Operating Adviser" shall have the meaning specified in Section
9.37(a).

            "Operating Statement Analysis Report" means a report which is one
element of the MBA/CMSA Methodology for Analyzing and Reporting Property Income
Statements and which is substantially in the form of Exhibit N.

            "Opinion of Counsel" means a written opinion of counsel addressed to
the Trustee and the Paying Agent, reasonably acceptable in form and substance to
the Trustee and the Paying Agent, and who is not in-house counsel to the party
required to deliver such opinion but who, in the good faith judgment of the
Trustee and the Paying Agent, is Independent outside counsel knowledgeable of
the issues occurring in the practice of securitization with respect to any such
opinion of counsel concerning the taxation, or status as a REMIC for tax
purposes, of the Trust or any REMIC Pool.

            "Ownership Interest" means, 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, (i) with respect to any Mortgage Loan or
Specially Serviced Mortgage Loan as to which all or a portion of the Scheduled
Payment (other than a Balloon Payment) due during the related Collection Period
was not received by the Master Servicer as of the related Determination Date
(subject to Section 5.1(h)), the portion of such Scheduled Payment not received;
(ii) with respect to any Balloon Mortgage Loan (including any REO Property as to
which the related Mortgage Loan provided for a Balloon Payment) as to which a
Balloon Payment was due during or prior to the related Collection Period but was
delinquent, in whole or in part, as of the related Determination Date, an amount
equal to the excess, if any, of the Assumed Scheduled Payment for such Balloon
Mortgage Loan for the related Collection Period, over any Late Collections
received in respect of such Balloon Payment during such Collection Period; and
(iii) with respect to each REO Property, an amount equal to the excess, if any,
of the Assumed Scheduled Payment for the Mortgage Loan to such REO Property
during the related Collection Period, over remittances of REO Income to the
Master Servicer by the Special Servicer, reduced by any amounts required to be
paid as taxes on such REO Income (including taxes imposed pursuant to Section
860G(c) of the Code); provided, however, that the interest portion of any
Scheduled Payment or Assumed Scheduled Payment

                                      -37-
<PAGE>

shall be advanced at a per annum rate equal to the sum of the REMIC I Net
Mortgage Rate relating to such Mortgage Loan or REO Mortgage Loan and the
Trustee Fee Rate, such that the Scheduled Payment or Assumed Scheduled Payment
to be advanced as a P&I Advance shall be net of the Master Servicing Fee, the
Excess Servicing Fee and the Primary Servicing Fees; and provided, further, that
the Scheduled Payment or Assumed Scheduled Payment for any Mortgage Loan which
has been modified shall be calculated based on its terms as modified and
provided, further, that the amount of any P&I Advance with respect to a Mortgage
Loan as to which there has been an Appraisal Reduction will be an amount equal
to the product of (i) the amount of interest required to be advanced without
giving effect to this proviso and (ii) a fraction, the numerator of which is the
Principal Balance of such Mortgage Loan as of the immediately preceding
Determination Date less any Appraisal Reduction applicable to such Mortgage Loan
and the denominator of which is the Principal Balance of such Mortgage Loan as
of such Determination Date. All P&I Advances for any Mortgage Loans that have
been modified shall be calculated on the basis of their terms as modified.

            "P&I Advance Amount" means, with respect to any Mortgage Loan or REO
Property, the amount of the P&I Advance for each Mortgage Loan computed for any
Distribution Date.

            "Participant" means a broker, dealer, bank, other financial
institution or other Person for whom the Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency.

            "Pass-Through Rate" or "Pass-Through Rates" means, with respect to
any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC
Regular Certificates, other than the X Certificates, for the first Distribution
Date, the rate set forth in the Preliminary Statement hereto. For any
Distribution Date occurring thereafter, the Pass-Through Rates for (i) the REMIC
I Regular Interests shall equal the REMIC I Net Mortgage Rate on the related
Mortgage Loan for such Distribution Date, (ii) the REMIC II Regular Interests
shall equal the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, (iii) the [Class A-1], [Class A-2], [Class A-3], [Class A-4], [Class B],
[Class C] and [Class D], the fixed rate corresponding to such Class set forth in
the Preliminary Statement hereto, (iv) the [Class E] Certificates shall equal
the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date less
___%, (v) the [Class F] Certificates shall equal the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date, (vi) the [Class G], [Class H],
[Class J], [Class K], [Class L], [Class M] and [Class N] Certificates shall
equal the lesser of (A) the fixed rate corresponding to such Class set forth in
the Preliminary Statement hereto and (B) the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date, (vi) the [Class X-1] Certificates, the
per annum rate equal to the product of the Accrued Certificate Interest thereon
for such Distribution Date and 12, divided by the [Class X-1] Notional Amount
and (vii) the [Class X-2] Certificates, the per annum rate equal to the product
of the Accrued Certificate Interest thereon for such Distribution Date and 12,
divided by the [Class X-2] Notional Amount. The Pass-Through Rate for the [Class
A-2A] Component and the [Class A-2B] Component shall equal the Pass-Through Rate
of the [Class A-2] Certificates. The Pass-Through Rate for the Class A-4A
Component and the [Class A-4B] Component shall equal the Pass-Through Rate of
the [Class A-4] Certificates.

                                      -38-
<PAGE>

            "Paying Agent" means _____________________________________________
and any successor or assign, as provided herein. The Luxembourg Paying Agent
shall not be the Paying Agent and the duties of the Luxembourg Paying Agent
shall be distinct from the duties of the Paying Agent.

            "Paying Agent Fee" means the portion of the Trustee Fee payable to
the Paying Agent in an amount agreed to between the Trustee and the Paying
Agent.

            "Percentage Interest" means, with respect to each Class of
Certificates other than the Residual Certificates, the fraction of such Class
evidenced by such Certificate, expressed as a percentage (carried to four
decimal places and rounded, if necessary), the numerator of which is the
Certificate Balance or Notional Amount, as applicable, represented by such
Certificate determined as of the Closing Date (as stated on the face of such
Certificate) and the denominator of which is the Aggregate Certificate Balance
or Notional Amount, as applicable, of all of the Certificates of such Class
determined as of the Closing Date. With respect to each Residual Certificate,
the percentage interest in distributions (if any) to be made with respect to the
relevant Class, as stated on the face of such Certificate.

            "Permitted Transferee" means any Transferee other than a
Disqualified Organization.

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

            "Phase I Environmental Report" means a report by an Independent
Person who regularly conducts environmental site assessments in accordance with
then current standards imposed by institutional commercial mortgage lenders and
who has a reasonable amount of experience conducting such assessments.

            "Placement Agent" means [Bear, Stearns & Co. Inc.],
__________________, ________________________________ and
___________________________________ or its respective successor in interest.

            "Plan" has the meaning set forth in Section 3.3(d).

            "Plan Asset Regulations" means the Department of Labor regulations
set forth in 29 C.F.R. ss. 2510.3-101.

            "Preliminary Prospectus Supplement" has the meaning set forth in the
Preliminary Statement hereto.

            "Prepayment Interest Excess" means, for any Distribution Date and
the related Collection Period, during which a full or partial Principal
Prepayment (including payment of a Balloon Payment other than in connection with
the foreclosure or liquidation of a Mortgage Loan) is made after the Due Date
for such Mortgage Loan through and including the last day of the Collection
Period, the amount of interest that accrues on the amount of such Principal
Prepayment from such Due Date to the date such payment was made, plus (if made)
any

                                      -39-
<PAGE>

payment by the Mortgagor of interest that would have accrued to the next
succeeding Due Date (net of the Master Servicing Fee, the Primary Servicing
Fees, the Excess Servicing Fees, the Special Servicing Fee and the Trustee Fee),
to the extent collected.

            "Prepayment Interest Shortfall" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's interest on
any Mortgage Loan, by reason of a full or partial Principal Prepayment
(including payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) made during any Collection Period
prior to the Due Date for such Mortgage Loan in such Collection Period
(including any shortfall resulting from such a payment during the grace period
relating to such Due Date). The amount of any Prepayment Interest Shortfall
shall equal the excess of (A) the aggregate amount of interest which would have
accrued on the Scheduled Principal Balance of such Mortgage Loan if the Mortgage
Loan had paid on its Due Date and such Principal Prepayment or Balloon Payment
had not been made (net of the Master Servicing Fee, the Primary Servicing Fees,
the Excess Servicing Fees, the Special Servicing Fee and the Trustee Fee) over
(B) the aggregate interest that did so accrue through the date such payment was
made (net of such fees).

            "Prepayment Premium" means, with respect to any Mortgage Loan or B
Note for any Distribution Date, the prepayment premiums, yield maintenance
payments or percentage premiums, if any, received during the related Collection
Period in connection with Principal Prepayments on such Mortgage Loan or B Note.

            "Primary Collateral" means the portion of the Mortgaged Property
securing the Repurchased Loan or Cross-Collateralized Loan, as applicable, that
is encumbered by a first mortgage lien.

            "Primary Servicers" means ______________________________________ and
its respective permitted successors and assigns.

            "Primary Servicing Agreement" means with respect to each Primary
Servicer, the agreement between such Primary Servicer and the Master Servicer,
dated as of _______, 2002, a form of which is attached hereto as Exhibit G,
under which such Primary Servicer services the Mortgage Loans set forth on the
schedule attached thereto.

            "Primary Servicing Fee" means, for each calendar month, as to each
Mortgage Loan, the applicable Primary Servicing Fee Rate multiplied by the
Scheduled Principal Balance of such Mortgage Loan immediately before the Due
Date occurring in such month, but prorated for the number of days during the
calendar month for such Mortgage Loan for which interest actually accrues on
such Mortgage Loan and payable only from collections on such Mortgage Loan.

            "Primary Servicing Fee Rate" means the monthly fee payable to the
applicable Primary Servicer (or the Master Servicer, as applicable) based on the
per annum rate specified on the Mortgage Loan Schedule, as more specifically
described, in the case of the Primary Servicers, in the applicable Primary
Servicing Agreement (determined in the same manner (other than the rate of
accrual) as the applicable Mortgage Rate is determined for such Mortgage Loan
for such month).

                                      -40-
<PAGE>

            "Principal" has the meaning assigned in the Preliminary Statement
hereto.

            "Principal Balance" means, with respect to any Mortgage Loan, B Note
or REO Mortgage Loan, for purposes of performing calculations with respect to
any Distribution Date, the principal balance of such Mortgage Loan, B Note or
the related REO Mortgage Loan outstanding as of the Cut-Off Date after taking
into account all principal and interest payments made or due prior to the
Cut-Off Date (assuming, for any Mortgage Loan or B Note with a Due Date in _____
____ that is not _______, ____, that principal and interest payments for such
month were paid on ________, ____), reduced (to not less than zero) by (i) any
payments or other collections of amounts allocable to principal on such Mortgage
Loan, B Note or related REO Mortgage Loan that have been collected or received
during any preceding Collection Period, other than any Scheduled Payments due in
any subsequent Collection Period, and (ii) the principal portion of any Realized
Loss incurred in respect of such Mortgage Loan or related REO Mortgage Loan
during any related Collection Period.

            "Principal Balance Certificates" means, collectively, the [Class
A-1], [Class A-2], [Class A-3], [Class A-4], [Class B], [Class C], [Class D],
[Class E], [Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
[Class M] and [Class N] Certificates.

            "Principal Distribution Amount" means, on any Distribution Date, the
sum of the following amounts: (i) the principal portion of all Scheduled
Payments (other than the principal portion of Balloon Payments) and any Assumed
Scheduled Payments, in each case, to the extent received or advanced, as the
case may be, in respect of the Mortgage Loans and any REO Mortgage Loans (but
not in respect of any B Note or its successor REO Mortgage Loan) for their
respective Due Dates occurring during the related Collection Period; (ii) all
payments (including Principal Prepayments and the principal portion of Balloon
Payments but not in respect of any B Note or its respective successor REO
Mortgage Loan) and any other collections (including Liquidation Proceeds (other
than the portion thereof, if any, constituting Excess Liquidation Proceeds),
Condemnation Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income)
received on or in respect of the Mortgage Loans during the related Collection
Period and that were identified and applied by the Master Servicer as recoveries
of principal thereof.

            "Principal Prepayment" means any voluntary or involuntary payment or
collection of principal on a Mortgage Loan or B Note which is received or
recovered in advance of its scheduled Due Date and applied to reduce the
Principal Balance of the Mortgage Loan or B Note in advance of its scheduled Due
Date, including, without limitation, all proceeds, to the extent allocable to
principal, received from the payment of cash in connection with a substitution
shortfall pursuant to Section 2.3; provided, that the pledge by a Mortgagor of
Defeasance Collateral with respect to a Defeasance Loan shall not be deemed to
be a Principal Prepayment.

            "Private Placement Memorandum" means the Private Placement
Memorandum dated _________, ____, pursuant to which the [Class X-1], [Class
X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M] and [Class N] Certificates will be offered for sale.

            "Prospectus" has the meaning set forth in the Preliminary Statement
hereto.

                                      -41-
<PAGE>

            "Purchase Price" means, with respect to the purchase by the Seller
or liquidation by the Special Servicer of (i) a Mortgage Loan or an REO Mortgage
Loan pursuant to Article II of this Agreement, (ii) an REO Mortgage Loan
pursuant to Section 9.15 or (iii) a Mortgage Loan pursuant to Section 9.36 under
the circumstances described therein, a price equal to the sum of (A) ___% of the
unpaid Principal Balance of such Mortgage Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan), plus (B) accrued but unpaid interest thereon
calculated at the Mortgage Rate to, but not including, the Due Date in the
Collection Period in which such purchase or liquidation occurs, plus (C) the
amount of any expenses related to such Mortgage Loan and/or (if applicable) its
related B Note or the related REO Property (including any Servicing Advances and
Advance Interest (which have not been paid by the Mortgagor or out of Late Fees
or default interest paid by the related Mortgagor on the related Mortgage Loan
and/or (if applicable) its related B Note) related to such Mortgage Loan and/or
(if applicable) its related B Note and all Special Servicing Fees and
Liquidation Fees paid with respect to the Mortgage Loan and/or (if applicable)
its related B Note) that are reimbursable or payable to the Master Servicer, the
Special Servicer, the Paying Agent, the Trustee or the Fiscal Agent, plus (D) if
such Mortgage Loan or REO Mortgage Loan is being repurchased or substituted for
by a Seller pursuant to the related Mortgage Loan Purchase Agreement, all
expenses reasonably incurred or to be incurred by the Primary Servicer, the
Master Servicer, the Special Servicer, the Depositor, the Paying Agent or the
Trustee in respect of the Material Breach or Material Document Defect giving
rise to the repurchase or substitution obligation (and that are not otherwise
included in (C) above).

            "Purchase Proceeds" means any cash amounts received by the Master
Servicer in connection with: (i) the repurchase of a Mortgage Loan or an REO
Mortgage Loan by a Seller pursuant to Section 2.3 or (ii) the purchase of the
Mortgage Loans and REO Properties by the Depositor, the Master Servicer, the
Special Servicer or the holders of the [Class R-I] Certificates pursuant to
Section 10.1(b).

            "Qualified Bidder" means (A) as used in section 8.29(c), a Person
qualified to act as successor Master Servicer hereunder pursuant to Section
8.22(b) (including the requirement set forth in Section 8.22(b) that Rating
Agency Confirmation shall have been obtained from each Rating Agency with
respect to such Person) and (B) as used in Section 9.31(c), any Person qualified
to act as successor Special Servicer hereunder pursuant to Section 9.21(b)
(including the requirement set forth in Section 9.21(b) that Rating Agency
Confirmation shall have been obtained form each Rating Agency with respect to
such Person).

            "Qualified Institutional Buyer" means a qualified institutional
buyer qualifying pursuant to Rule 144A.

            "Qualified Insurer" means, (i) with respect to any Mortgage Loan or
B Note, an insurance company duly qualified as such under the laws of the state
in which the related Mortgaged Property is located, duly authorized and licensed
in such state to transact the applicable insurance business and to write the
insurance, but in no event rated lower than "_" by ___, or if not so rated by
___, then ___ has issued a Rating Agency Confirmation, and "__" by ______ if
rated by ______ or if not rated by ______, then ______ has issued a Rating
Agency Confirmation, and (ii) with respect to the Servicer Errors and Omissions
Insurance Policy or Servicer Fidelity Bond an insurance company that has a claim
paying ability no lower than "_"

                                      -42-
<PAGE>

by ___ if rated by ___, or if not rated by ___, then ___ has issued a Rating
Agency Confirmation, and "__" by ______ if rated by ______ or if not rated by
______, then ______ has issued a Rating Agency Confirmation, or (iii) in either
case, a company not satisfying clause (i) or (ii) but with respect to which
Rating Agency Confirmation is obtained. "Qualified Insurer" shall also mean any
entity that satisfies all of the criteria, other than the ratings criteria, set
forth in one of the foregoing clauses and whose obligations under the related
insurance policy are guaranteed or backed by an entity that satisfies the
ratings criteria set forth in such clause (construed as if such entity were an
insurance company referred to therein).

            "Qualifying Substitute Mortgage Loan" means, in the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on
the date of substitution, (i) has an outstanding principal balance, after
deduction of the principal portion of the Scheduled Payment due in the month of
substitution, not in excess of the Principal Balance of the Deleted Mortgage
Loan; provided, however, that, to the extent that the principal balance of such
Mortgage Loan is less than the Principal Balance of the Deleted Mortgage Loan,
then such differential in principal amount, together with interest thereon at
the Mortgage Rate on the related Mortgage Loan from the date as to which
interest was last paid through the last day of the month in which such
substitution occurs, shall be paid by the party effecting such substitution to
the Master Servicer for deposit into the Certificate Account, and shall be
treated as a Principal Prepayment hereunder; (ii) is accruing interest at a rate
of interest at least equal to that of the Deleted Mortgage Loan; (iii) has a
remaining term to stated maturity not greater than, and not more than two years
less than, that of the Deleted Mortgage Loan; (iv) has an original Loan-to-Value
Ratio not higher than that of the Deleted Mortgage Loan and a current
Loan-to-Value Ratio (equal to the outstanding principal balance on the date of
substitution divided by its current Appraised Value) not higher than the current
Loan-to-Value Ratio of the Deleted Mortgage Loan and has a current Debt Service
Coverage Ratio equal to or greater than the current Debt Service Coverage Ratio
of the Deleted Mortgage Loan; (v) will comply with all of the representations
and warranties relating to Mortgage Loans set forth herein, as of the date of
substitution; (vi) has a Phase I Environmental Report relating to the related
Mortgaged Property in its Mortgage Files and such Phase I Environmental Report
does not, in the good faith reasonable judgment of the Special Servicer,
consistent with the Servicing Standard raise material issues that have not been
adequately addressed; (vii) has an engineering report relating to the related
Mortgaged Property in its Mortgage Files and such engineering report does not,
in the good faith reasonable judgment of the Special Servicer, consistent with
the Servicing Standard raise material issues that have not been adequately
addressed; and (viii) as to which the Trustee and the Paying Agent have received
an Opinion of Counsel, at the related Seller's expense, that such Mortgage Loan
is a "qualified replacement mortgage" within the meaning of Section 860G(a)(4)
of the Code; provided that no Mortgage Loan may have a Maturity Date after the
date three years prior to the Rated Final Distribution Date, and provided,
further, that no such Mortgage Loan shall be substituted for a Deleted Mortgage
Loan unless Rating Agency Confirmation is obtained, and provided, further that
no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless
the Operating Adviser shall have approved of such substitution (provided,
however, that such approval of the Operating Adviser may not be unreasonably
withheld). In the event that either one mortgage loan is substituted for more
than one Deleted Mortgage Loan or more than one mortgage loan is substituted for
one or more Deleted Mortgage Loans, then (A) the Principal Balance referred to
in clause (i) above shall be determined on the basis of aggregate Principal
Balances and (B) the rates referred to in clause (ii) above and the remaining
term to stated

                                      -43-
<PAGE>

maturity referred to in clause (iii) above shall be determined on a weighted
average basis. Whenever a Qualifying Substitute Mortgage Loan is substituted for
a Deleted Mortgage Loan pursuant to this Agreement, the party effecting such
substitution shall certify that such Mortgage Loan meets all of the requirements
of this definition and shall send such certification to the Paying Agent, which
shall deliver a copy of such certification to the Special Servicer, the Trustee
and the Operating Adviser promptly, and in any event within five Business Days
following the Paying Agent's receipt of such certification.

            "Rated Final Distribution Date" means with respect to each rated
Class of Certificates, the Distribution Date in ________ ____.

            "Rating Agencies" means ___ and ______.

            "Rating Agency Confirmation" means, with respect to any matter,
confirmation in writing by each Rating Agency (or such Rating Agency as is
specified herein) that a proposed action, failure to act, or other event
specified herein will not in and of itself result in the withdrawal, downgrade,
or qualification, as applicable, of the then-current rating assigned by such
Rating Agency to any Class of Certificates then rated by such Rating Agency.

            "Realized Interest Loss" means, with respect to each Mortgage Loan,
(i) in the case of a Liquidation Realized Loss, the portion of any Liquidation
Realized Loss that exceeds the Realized Principal Loss on the related Mortgage
Loan, (ii) in the case of a Bankruptcy Loss, the portion of such Realized Loss
attributable to accrued interest on the related Mortgage Loan, (iii) in the case
of an Expense Loss, an Expense Loss resulting in any period from the payment of
the Special Servicing Fee and any Expense Losses set forth in the last sentence
of the definition of "Realized Principal Loss" or (iv) in the case of a
Modification Loss, a Modification Loss described in clause (iii) of the
definition thereof.

            "Realized Loss" means a Liquidation Realized Loss, a Modification
Loss, a Bankruptcy Loss or an Expense Loss with respect to a Mortgage Loan.
Realized Losses on a Mortgage Loan are allocated first to the Principal Balance
of, and then to interest on such Mortgage Loan.

            "Realized Principal Loss" means, with respect to each Mortgage Loan,
(i) in the case of a Liquidation Realized Loss, the amount of such Realized
Loss, to the extent that it does not exceed the Principal Balance of the
Mortgage Loan (or deemed Principal Balance, in the case of REO Property), (ii)
in the case of a Modification Loss, the amount of such Modification Loss
described in clause (i) of the definition thereof, (iii) in the case of a
Bankruptcy Loss, the portion of such Realized Loss attributable to the reduction
in the Principal Balance of the related Mortgage Loan, and (iv) in the case of
an Expense Loss, the portion thereof not treated as a Realized Interest Loss.
Notwithstanding clause (iv) of the preceding sentence, to the extent that
Expense Losses (exclusive of Expense Losses resulting from payment of the
Special Servicing Fee) exceed amounts with respect to the Mortgage Loans that
were identified as allocable to principal, such excess shall be treated as a
Realized Interest Loss.

                                      -44-
<PAGE>

            "Record Date" means, for each Distribution Date and each Class of
Certificates, the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.

            "Recoveries" means, as of any Distribution Date, any amounts
recovered with respect to a Mortgage Loan, B Note or REO Property following the
period in which a Final Recovery Determination occurs plus other amounts defined
as "Recoveries" herein.

            "Regulation S" means Regulation S under the 1933 Act.

            "Regulation S Certificate" means a written certification
substantially in the form set forth in Exhibit F hereto certifying that a
beneficial owner of an interest in a Regulation S Temporary Global Certificate
is not a U.S. Person (as defined in Regulation S).

            "Regulation S Global Certificates" means the Regulation S Permanent
Global Certificates together with the Regulation S Temporary Global
Certificates.

            "Regulation S Permanent Global Certificate" means any single
permanent global Certificate, in definitive, fully registered form without
interest coupons received in exchange for a Regulation S Temporary Global
Certificate.

            "Regulation S Temporary Global Certificate" means, with respect to
any Class of Certificates offered and sold outside of the United States in
reliance on Regulation S, a single temporary global Certificate, in definitive,
fully registered form without interest coupons.

            "Rehabilitated Mortgage Loan" means any Specially Serviced Mortgage
Loan with respect to which (i) three consecutive Scheduled Payments have been
made (in the case of any such Mortgage Loan or B Note that was modified, based
on the modified terms), or a complete defeasance shall have occurred, (ii) no
other Servicing Transfer Event has occurred and is continuing (or with respect
to determining whether a Required Appraisal Loan is a Rehabilitated Mortgage
Loan for applying Appraisal Reductions, no other Appraisal Event has occurred
and is continuing) and (iii) the Trust has been reimbursed for all costs
incurred as a result of the occurrence of a Servicing Transfer Event or such
amounts have been forgiven. An A Note shall not constitute a Rehabilitated
Mortgage Loan unless its related B Note would constitute a Rehabilitated
Mortgage Loan. A B Note shall not constitute a Rehabilitated Mortgage Loan
unless its related A Note also would constitute a Rehabilitated Mortgage Loan.

            "Release Date" means the date [40] days after the later of (i) the
commencement of the offering of the Certificates and (ii) the Closing Date.

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

            "REMIC I" means the segregated pool of assets consisting of the
Mortgage Loans (other than any Excess Interest payable thereon), such amounts as
shall from time to time be held in the Certificate Account and the Distribution
Account (other than the portion thereof constituting the Excess Interest
Sub-account), the Insurance Policies (other than the interests of the holder of
any B Note therein) and any REO Properties (other than the interests of the
holder

                                      -45-
<PAGE>

of any B Note therein), for which a REMIC election has been made pursuant to
Section 12.1(a) hereof. Excess Interest on the Mortgage Loans and the Excess
Interest Sub-account shall constitute assets of the Trust but shall not be a
part of any REMIC Pool formed hereunder. No B Note or any amounts payable
thereon shall constitute an asset of the Trust or any REMIC Pool formed
hereunder.

            "REMIC I Interests" means, collectively, the REMIC I Regular
Interests and the [Class R-I] Certificates.

            "REMIC I Net Mortgage Rate" means, with respect to any Distribution
Date, as to any REMIC I Regular Interest, a rate per annum equal (a) with
respect to any Mortgage Loan that accrues interest on the basis of a 360-day
year consisting of twelve (12) 30-day months ("30/360 basis"), (i) the Mortgage
Rate thereof (without taking into account any increase therein after the
Anticipated Repayment Date in respect of an ARD Loan or any default interest
rate) as of the Cut-Off Date and without regard to any modification, waiver or
amendment of the terms thereof following the Cut-Off Date, minus (ii) the
Administrative Cost Rate, and (b) with respect to any Mortgage Loan that accrues
interest on a basis other than a 30/360 basis, the annualized rate that, when
applied to the Principal Balance of the related Mortgage Loan (on the day prior
to the Due Date preceding such Distribution Date) on a 30/360 basis for the
related loan accrual period, yields the amount of net interest that would have
accrued during the related loan accrual period assuming a net interest rate
equal to the rate described in clause (a) above, and assuming an interest
accrual basis that is the same as the actual interest accrual basis of such
Mortgage Loan, provided that for purposes of this clause (b), (i) the REMIC I
Net Mortgage Rate for the loan accrual period relating to the Due Dates in both
_______ and _____ in any year that is not a leap year and in ______ in any year
that is a leap year, shall be determined net of any amounts transferred to the
Interest Reserve Account and (ii) the REMIC I Net Mortgage Rate for the loan
accrual period relating to the Due Date in ______ shall be determined taking
into account the addition of any amounts withdrawn from the Interest Reserve
Account.

            "REMIC I Regular Interests" means, collectively, the uncertificated
interests designated as "regular interests" in REMIC I, which shall consist of,
with respect to each Mortgage Loan, an interest having an initial Certificate
Balance equal to the Cut-Off Date Scheduled Principal Balance of such Mortgage
Loan, and which has a Pass-Through Rate equal to the REMIC I Net Mortgage Rate
of such Mortgage Loan.

            "REMIC II" means the segregated pool of assets consisting of the
REMIC I Regular Interests for which a REMIC election has been made pursuant to
Section 12.1(a) hereof.

            "REMIC II Interests" means, collectively, the REMIC II Regular
Interests and the [Class R-II] Certificates.

            "REMIC II Regular Interest [A-1]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class A-1] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

                                      -46-
<PAGE>

            "REMIC II Regular Interest [A-2A]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $________, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [A-2B]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $________, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [A-3]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class A-3] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [A-4A]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $________, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [A-4B]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $________, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [B]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class B] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [C]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class C] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [D]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class D] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [E]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class E] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [F]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance

                                      -47-
<PAGE>

equal to the Aggregate Certificate Balance of the [Class F] Certificates, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

            "REMIC II Regular Interest [G]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class G] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [H]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class H] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [J]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class J] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [K]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class K] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [L]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class L] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [M]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class M] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest [N]" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the [Class N] Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interests" means, collectively, the REMIC II
Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A, REMIC II
Regular Interest A-4B, REMIC II Regular Interest B, REMIC II Regular Interest C,
REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II Regular
Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II
Regular Interest J, REMIC II Regular Interest K, REMIC II Regular Interest L,
REMIC II Regular Interest M and REMIC II Regular Interest N.

            "REMIC III" means the segregated pool of assets consisting of the
REMIC II Regular Interests for which a REMIC election has been made pursuant to
Section 12.1(a) hereof.

                                      -48-
<PAGE>

            "REMIC III Certificates" has the meaning set forth in the final
paragraph of the Preliminary Statement hereto.

            "REMIC III Regular Interests" means, collectively, the [Class A-1]
Certificates, [Class A-2] Certificates, [Class A-3] Certificates, [Class A-4]
Certificates, [Class X-1] Certificates (each [Class X-1] Certificate
representing multiple "regular interests" in REMIC III), [Class X-2]
Certificates (each [Class X-2] Certificate representing multiple "regular
interests" in REMIC III), [Class B] Certificates, [Class C] Certificates, [Class
D] Certificates, [Class E] Certificates, [Class F] Certificates, [Class G]
Certificates, [Class H] Certificates, [Class J] Certificates, [Class K]
Certificates, [Class L] Certificates, [Class M] Certificates and [Class N]
Certificates. References to REMIC III Regular Certificates will, with respect to
the [Class N] Certificates, be considered to refer to the [Class N] REMIC
Interest that is a "regular interest" in REMIC III, where appropriate.

            "REMIC Pool" means each of the three segregated pools of assets
designated as a REMIC pursuant to Section 12.1(a) hereof.

            "REMIC Provisions" means the provisions of the federal income tax
law relating to real estate mortgage investment conduits, which appear at
Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and final, temporary and proposed regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to time and
taking account, as appropriate, of any proposed legislation or regulations
which, as proposed, would have an effective date prior to enactment or
promulgation thereof.

            "REMIC Regular Certificates" means, collectively, the [Class A],
[Class X-1], [Class X-2], [Class B], [Class C], [Class D], [Class E], [Class F],
[Class G], [Class H], [Class J], [Class K], [Class L], [Class M] and [Class N]
Certificates.

            "Rent Loss Policy" or "Rent Loss Insurance" means a policy of
insurance generally insuring against loss of income or rent resulting from
hazards or acts of God.

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

            "REO Account" shall have the meaning set forth in Section 9.14(a)
hereof.

            "REO Disposition" means the receipt by the Master Servicer or the
Special Servicer of Liquidation Proceeds and other payments and recoveries
(including proceeds of a final sale) from the sale or other disposition of REO
Property.

            "REO Income" means, with respect to any REO Property that had not
been security for an A/B Mortgage Loan for any Collection Period, all income
received in connection with such REO Property during such period less any
operating expenses, utilities, real estate taxes, management fees, insurance
premiums, expenses for maintenance and repairs and any other capital expenses
directly related to such REO Property paid during such period or, with respect
to an REO Property that had been security for an A/B Mortgage Loan, the portion
of the amounts described above received with respect to such REO Property and
allocable to the related A Note pursuant to the related Intercreditor Agreement.

                                      -49-
<PAGE>

            "REO Mortgage Loan" means a Mortgage Loan or B Note as to which the
related Mortgaged Property is an REO Property.

            "REO Property" means a Mortgaged Property (or an interest therein,
if the Mortgaged Property securing an A/B Mortgage Loan has been acquired by the
Trust) acquired by the Trust through foreclosure, deed-in-lieu of foreclosure,
abandonment or reclamation from bankruptcy in connection with a Defaulted
Mortgage Loan or otherwise treated as foreclosure property under the REMIC
Provisions.

            "Report Date" means the third Business Day before the related
Distribution Date.

            "Repurchased Loan" has the meaning set forth in Section 2.3(a)
hereof.

            "Request for Release" means a request for release of certain
documents relating to the Mortgage Loans, a form of which is attached hereto as
Exhibit C.

            "Required Appraisal Loan" means any Mortgage Loan as to which an
Appraisal Event has occurred. A Mortgage Loan will cease to be a Required
Appraisal Loan at such time as it is a Rehabilitated Mortgage Loan.

            "Reserve Account" shall mean the Reserve Account maintained by the
Paying Agent in accordance with the provisions of Section 5.3, which shall be an
Eligible Account.

            "Residual Certificates" means, with respect to REMIC I, the [Class
R-I] Certificates, with respect to REMIC II, the [Class R-II] Certificates, and
with respect to REMIC III, the [Class R-III] Certificates.

            "Responsible Officer" means, when used with respect to the initial
Trustee or the Fiscal Agent, any officer assigned to the Asset-Backed Securities
Trust Services Group, or with respect to the Paying Agent, any officer assigned
to the Corporate Trust Services Group, each with specific responsibilities for
the matters contemplated by this Agreement and when used with respect to any
successor Trustee, Fiscal Agent or Paying Agent, any Vice President, Assistant
Vice President, corporate trust officer or any assistant corporate trust officer
or persons performing similar roles on behalf of the Trustee, Fiscal Agent or
Paying Agent.

            "Restricted Servicer Reports" means the following reports in CMSA
format (as in effect on the date hereof or as such formats may be changed from
time to time by the CMSA) in, and containing substantially the information
contemplated by, the forms attached hereto as part of Exhibit W prepared by the
Master Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgage Loans and
REO Properties)): (i) a Comparative Financial Status Report; (ii) without
duplication with Section 8.14, an NOI Adjustment Worksheet; (iii) without
duplication with Section 8.14, an Operating Statement Analysis Report, (iv)
subject to Section 8.11(h), a Servicer Watch List, (v) a Property File and (vi)
without duplication with Section 8.14, a Financial File.

            "Reverse Sequential Order" means sequentially to the [Class N],
[Class M], [Class L], [Class K], [Class J], [Class H], [Class G], [Class F],
[Class E], [Class D], [Class C],

                                      -50-
<PAGE>

[Class B] and finally to the [Class X] and [Class A] Certificates, on a pro rata
basis, as described herein.

            "Rule 144A" means Rule 144A under the 1933 Act.

            "Rule 144A-IAI Global Certificate" means, with respect to any Class
of Certificates offered and sold in reliance on Rule 144A or to certain
Institutional Accredited Investors, a single, permanent global Certificate, in
definitive, fully registered form without interest coupons.

            "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc. or its successor in interest.

             "Scheduled Payment" means each scheduled payment of principal of,
and/or interest on, a Mortgage Loan or B Note required to be paid on its Due
Date by the Mortgagor in accordance with the terms of the related Mortgage Note
or B Note (excluding all amounts of principal and interest which were due on or
before the Cut-Off Date, whenever received, and taking account of any
modifications thereof and the effects of any Debt Service Reduction Amounts and
Deficient Valuation Amounts). Notwithstanding the foregoing, the amount of the
Scheduled Payment for any A Note or B Note shall be calculated without regard to
the related Intercreditor Agreement.

            "Scheduled Principal Balance" means, with respect to any Mortgage
Loan, B Note or REO Mortgage Loan, for purposes of performing calculations with
respect to any Distribution Date, the Principal Balance thereof minus the
aggregate amount of any P&I Advances of principal previously made with respect
to such Mortgage Loan, B Note or REO Mortgage Loan.

            "Seller" means _________, _________________, ___ or ______ as the
case may be.

            "Senior Certificates" means the [Class A] and [Class X]
Certificates.

            "Servicer Errors and Omissions Insurance Policy" or "Errors and
Omissions Insurance Policy" means an errors and omissions insurance policy
maintained by the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Paying Agent, as the case may be, in accordance with Section 8.2,
Section 9.2 and Section 7.17, respectively.

            "Servicer Fidelity Bond" or "Fidelity Bond" means a bond or
insurance policy under which the insurer agrees to indemnify the Master
Servicer, the Special Servicer, the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, (subject to standard exclusions) for all losses (less
any deductible) sustained as a result of any theft, embezzlement, fraud or other
dishonest act on the part of the Master Servicer's, the Special Servicer's, the
Trustee's, the Fiscal Agent's or the Paying Agent's, as the case may be,
directors, officers or employees and is maintained in accordance with Section
8.2, Section 9.2 and Section 7.17, respectively.

                                      -51-
<PAGE>

            "Servicer Mortgage File" means copies of the mortgage documents
listed in the definition of Mortgage File relating to a Mortgage Loan and shall
also include, to the extent required to be (and actually) delivered to the
applicable Seller pursuant to the applicable Mortgage Loan documents, copies of
the following items: the Mortgage Note, any Mortgage, the Assignment of Leases
and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan
agreement, any insurance policies or certificates (as applicable), any property
inspection reports, any financial statements on the property, any escrow
analysis, any tax bills, any Appraisal, any environmental report, any
engineering report, any asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies.

            "Servicing Advance" means any cost or expense of the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, designated as a
Servicing Advance pursuant to this Agreement and any other costs and expenses
incurred by the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, to protect and preserve the security for such
Mortgage Loan and/or (if applicable) the related B Note.

            "Servicing Officer" means any officer or employee of the Master
Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loans and any B Note whose name and specimen signature appear on a
list of servicing officers or employees furnished to the Trustee by the Master
Servicer and signed by an officer of the Master Servicer, as such list may from
time to time be amended.

            "Servicing Standard" means, with respect to the Master Servicer or
the Special Servicer, as the case may be, to service and administer the Mortgage
Loans (and any B Note) that it is obligated to service and administer pursuant
to this Agreement on behalf of the Trustee and in the best interests of and for
the benefit of the Certificateholders (and in the case of any B Note, the
related holder of the B Note) (as determined by the Master Servicer or the
Special Servicer, as the case may be, in its good faith and reasonable
judgment), in accordance with applicable law, the terms of this Agreement and
the terms of the respective Mortgage Loans and any B Note (and, in the case of
any A Note and B Note, the related Intercreditor Agreement) and, to the extent
consistent with the foregoing, further as follows:

            (a) with the same care, skill and diligence as is normal and usual
in its general mortgage servicing and REO property management activities on
behalf of third parties or on behalf of itself, whichever is higher, with
respect to mortgage loans and REO properties that are comparable to those for
which it is responsible hereunder;

            (b) with a view to the timely collection of all scheduled payments
of principal and interest under the Mortgage Loans and any B Note or, if a
Mortgage Loan or any B Note comes into and continues in default and if, in the
good faith and reasonable judgment of the Special Servicer, no satisfactory
arrangements can be made for the collection of the delinquent payments, the
maximization of the recovery on such Mortgage Loan to the Certificateholders (as
a collective whole) (or in the case of any A/B Mortgage Loan and its related B
Note, the maximization of recovery on such A/B Mortgage Loan to the
Certificateholders and the holder of the related B Note, all taken as a
collective whole) on a present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders to be

                                      -52-
<PAGE>

performed at the related REMIC I Net Mortgage Rate, in the case of the Mortgage
Loans (other than any A Note) or the weighted average of the mortgage rates on
the related A Note and B Note, in the case of any A/B Mortgage Loan); and
without regard to: (I) any other relationship that the Master Servicer or the
Special Servicer, as the case may be, or any Affiliate thereof may have with the
related Mortgagor; (II) the ownership of any Certificate by the Master Servicer
or the Special Servicer, as the case may be, or any Affiliate thereof; (III) the
Master Servicer's obligation to make Advances; and (IV) the right of the Master
Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate
thereof), as the case may be, to receive reimbursement of costs, or the
sufficiency of any compensation payable to it, hereunder or with respect to any
particular transaction.

            "Servicing Transfer Event" means the occurrence of any of the
following events: (i) any Mortgage Loan or B Note as to which a Balloon Payment
is past due, and the Master Servicer has determined, in its good faith
reasonable judgment in accordance with the Servicing Standard, that payment is
unlikely to be made on or before the 60th day succeeding the date the Balloon
Payment was due, or any other payment is more than 60 days past due or has not
been made on or before the second Due Date following the Due Date such payment
was due; (ii) any Mortgage Loan or B Note as to which, to the Master Servicer's
knowledge, the Mortgagor has consented to the appointment of a receiver or
conservator in any insolvency or similar proceeding of, or relating to, such
Mortgagor or to all or substantially all of its property, or the Mortgagor has
become the subject of a decree or order issued under a bankruptcy, insolvency or
similar law and such decree or order shall have remained undischarged or
unstayed for a period of 30 days; (iii) any Mortgage Loan or B Note as to which
the Master Servicer shall have received notice of the foreclosure or proposed
foreclosure of any other lien on the Mortgaged Property; (iv) any Mortgage Loan
or B Note as to which the Master Servicer has knowledge of a default (other than
a failure by the related Mortgagor to pay principal or interest) which in the
good faith reasonable judgment of the Master Servicer materially and adversely
affects the interests of the Certificateholders or the holder of any related B
Note and which has occurred and remains unremedied for the applicable grace
period specified in such Mortgage Loan (or, if no grace period is specified, 60
days); (v) any Mortgage Loan or B Note as to which the Mortgagor admits in
writing its inability to pay its debts generally as they become due, files a
petition to take advantage of any applicable insolvency or reorganization
statute, makes an assignment for the benefit of its creditors or voluntarily
suspends payment of its obligations; (vi) any Mortgage Loan or B Note as to
which, in the good faith reasonable judgment of the Master Servicer, (a) (other
than with respect to any A/B Mortgage Loan) a payment default is imminent or is
likely to occur within 60 days, or (b) any other default is imminent or is
likely to occur within 60 days and such default, in the judgment of the Master
Servicer, is reasonably likely to materially and adversely affect the interests
of the Certificateholders or the holder of any related B Note (as the case may
be); and (vii) with respect to any A/B Mortgage Loan, if the holder of the B
Note chooses not to cure a monetary default that is permitted to be cured under
the related Intercreditor Agreement, the Business Day following the expiration
of the Cure Period (as defined below) of the holder of the B Note that commences
one month after such monetary default; provided, however, that (1) if the holder
of the B Note exercised its right to cure a monetary default and a monetary
default occurs in the following month due to the holder of the B Note's failure
to cure, then servicing of such Mortgage Loan shall be transferred to the
Special Servicer on the Business Day following the expiration of the Cure Period
(as defined in the Intercreditor Agreement) of the holder of the B Note if the
holder of the B Note does not cure

                                      -53-
<PAGE>

the current monetary default or (2) if the holder of the B Note has exercised
its right to cure three consecutive monetary defaults and a monetary default
occurs in the following month, then servicing of such Mortgage Loan shall be
transferred to the Special Servicer at the expiration of the Mortgagor's grace
period for the current monetary default. If a Servicing Transfer Event occurs
with respect to an A Note, it shall be deemed to have occurred also with respect
to its related B Note. If a Servicing Transfer Event occurs with respect to a B
Note, it shall be deemed to have occurred also with respect to its related A
Note. However, if a Servicing Transfer Event has not occurred with respect to an
A Note solely due to the holder of the related B Note exercising its cure rights
under the related Intercreditor Agreement, then a Servicing Transfer Event will
not occur with respect to such B Note. With respect to the A/B Mortgage Loan,
"Cure Period" means the ten days after the expiration of the applicable
borrower's grace period.

            "Similar Laws" has the meaning set forth in Section 3.3(d).

            "Single-Purpose Entity" means a Person, other than an individual,
whose organizational documents provide substantially to the effect that it is
formed or organized solely for the purpose of owning and collecting payments
from Defeasance Collateral for the benefit of the Trust and which (i) does not
engage in any business unrelated thereto and the financing thereof; (ii) does
not have any assets other than those related to its interest in Defeasance
Collateral; (iii) maintains its own books, records and accounts, in each case
which are separate and apart from the books, records and accounts of any other
Person; (iv) conducts business in its own name and uses separate stationery,
invoices and checks; (v) does not guarantee or assume the debts or obligations
of any other Person; (vi) does not commingle its assets or funds with those of
any other Person; (vii) transacts business with affiliates on an arm's length
basis pursuant to written agreements; and (viii) holds itself out as being a
legal entity, separate and apart from any other Person, and otherwise complies
with the single-purpose requirements established by the Rating Agencies. The
entity's organizational documents also provide that any dissolution and winding
up or insolvency filing for such entity requires the unanimous consent of all
partners or members, as applicable, and that such documents may not be amended
with respect to the Single-Purpose Entity requirements.

            "Special Servicer" means ______________________________________, or
any successor Special Servicer as herein provided.

            "Special Servicer Compensation" means, with respect to any
applicable period, the sum of the Special Servicing Fees, the Liquidation Fees
and Work-Out Fees and any other amounts to be paid to the Special Servicer
pursuant to the terms of this Agreement.

            "Special Servicer Remittance Date" means the Business Day preceding
each Determination Date.

            "Special Servicing Fee" means, for each calendar month, as to each
Mortgage Loan or B Note that is a Specially Serviced Mortgage Loan (including
REO Mortgage Loans), the fraction or portion of the Special Servicing Fee Rate
applicable to such month (determined using the same interest accrual methodology
that is applied with respect to the Mortgage Rate for such Mortgage Loan or B
Note for such month) multiplied by the Scheduled Principal Balance

                                      -54-
<PAGE>

of such Specially Serviced Mortgage Loan immediately before the Due Date
occurring in such month.

            "Special Servicing Fee Rate" means ____% per annum.

            "Special Servicing Officer" means any officer or employee of the
Special Servicer involved in, or responsible for, the administration and
servicing of the Specially Serviced Mortgage Loans whose name and specimen
signature appear on a list of servicing officers or employees furnished to the
Trustee, the Paying Agent and the Master Servicer by the Special Servicer signed
by an officer of the Special Servicer, as such list may from time to time be
amended.

            "Specially Serviced Mortgage Loan" means, as of any date of
determination, any Mortgage Loan or B Note with respect to which the Master
Servicer has notified the Special Servicer and the Trustee that a Servicing
Transfer Event has occurred (which notice shall be effective upon receipt) and
the Special Servicer has received all information, documents and records
relating to such Mortgage Loan or B Note as reasonably requested by the Special
Servicer to enable it to assume its duties with respect to such Mortgage Loan or
B Note. A Specially Serviced Mortgage Loan shall cease to be a Specially
Serviced Mortgage Loan from and after the date on which the Special Servicer
notifies the Master Servicer, the Paying Agent and the Trustee, in accordance
with Section 8.1(b), that such Mortgage Loan (and the related B Note in the case
of an A/B Mortgage Loan) has become a Rehabilitated Mortgage Loan (and, in the
case of an A Note (or B Note) that is or was a Specially Serviced Mortgage Loan,
its related B Note (or A Note) has also become a Rehabilitated Mortgage Loan),
with respect to such Servicing Transfer Event, unless and until the Master
Servicer notifies the Special Servicer, the Paying Agent and the Trustee, in
accordance with Section 8.1(b) that another Servicing Transfer Event with
respect to such Mortgage Loan or B Note exists or occurs.

            "Standard Hazard Insurance Policy" means a fire and casualty
extended coverage insurance policy in such amount and with such coverage as
required by this Agreement.

            "Sub-Servicer" has the meaning set forth in Section 8.4.

            "Subordinate Certificates" means, collectively, the [Class B],
[Class C], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M] and [Class N] Certificates.

            "Successful Bidder" has the meaning set forth in Section 8.29(d) or
Section 9.31(d), as applicable.

            "Tax Matters Person" means the person designated as the "tax matters
person" of each REMIC Pool pursuant to Treasury Regulations Section 1.860F-4(d)
and Temporary Treasury Regulations Section 301.6231(a)(7)-1T.

            "Termination Price" has the meaning set forth in Section 10.1(b)
herein.

                                      -55-
<PAGE>

            "Title Insurance Policy" means a title insurance policy maintained
with respect to a Mortgage Loan issued on the date of origination of the related
Mortgage Loan.

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

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

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

            "Trust" means the trust created pursuant to this Agreement, the
assets which consist of all the assets of REMIC I (including the Mortgage Loans,
such amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Insurance Policies, any REO Properties and other items
referred to in Section 2.1(a) hereof), REMIC II and REMIC III and the Excess
Interest Sub-account and any Excess Interest on the Mortgage Loans. The Trust
shall not include any B Note, any interest of the holders of a B Note or any A/B
Loan Custodial Account.

            "Trustee" means ________________________________, as trustee, or its
successor-in-interest, or if any successor trustee, or any co-trustee shall be
appointed as herein provided, then "Trustee" shall also mean such successor
trustee (subject to Section 7.7 hereof) and such co-trustee (subject to Section
7.9 hereof), as the case may be.

            "Trustee Fee" means for each calendar month, as to each Mortgage
Loan and B Note (including REO Mortgage Loans and Defeasance Loans), the portion
of the Trustee Fee Rate applicable to such month (determined using the same
interest accrual methodology (other than the rate of accrual) that is applied
with respect to the Mortgage Rate for such Mortgage Loan or B Note for such
month) multiplied by the Scheduled Principal Balance of each such Mortgage Loan
or B Note immediately before the Due Date occurring in such month, provided that
a portion of the Trustee Fee agreed upon between the Trustee and the Paying
Agent shall be applied to pay the Paying Agent Fee.

            "Trustee Fee Rate" means _______% per annum (which includes the
Paying Agent Fee).

            "Trustee Mortgage File" means the mortgage documents listed in the
definition of Mortgage File hereof pertaining to a particular Mortgage Loan
(and, if applicable, the related B Note) and any additional documents required
to be added to the Mortgage File pursuant to this Agreement; provided that
whenever the term "Trustee Mortgage File" is used to refer to documents actually
received by the Trustee or a Custodian on its behalf, such terms shall not be
deemed to include such documents required to be included therein unless they are
actually so received.

            "Underwriter" means each of [Bear, Stearns & Co. Inc.],
_________________________________, _________________________________________ and
___________________________________ or its successors in interest.

                                      -56-
<PAGE>

            "United States 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 or any state thereof or the District of
Columbia, (iii) any estate of which an executor or administrator is a United
States Person (other than an estate governed by foreign law and of which at
least one executor or administrator is a non-United States Person who has sole
or shared investment discretion with respect to its assets), (iv) any trust of
which any trustee is a United States Person (other than a trust of which at
least one trustee is a non-United States Person and has sole or shared
investment discretion with respect to its assets), (v) any agency or branch of a
foreign entity located in the United States, (vi) any non-discretionary 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 Person, (vii) any
discretionary 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 such an account held for the benefit or account
of a non-United States Person), (viii) any partnership or corporation organized
or incorporated under the laws of a foreign jurisdiction and formed by a United
States Person principally for the purpose of investing in securities not
registered under the 1933 Act (unless it is organized or incorporated, and
owned, by accredited investors within the meaning of Rule 501(A) under the 1933
Act who are not natural persons, estates or trusts); provided, however, that the
term "United States Person" shall not include (A) a branch or agency of a United
States Person that is located and operating outside the United States for valid
business purposes as a locally regulated branch or agency engaged in the banking
or insurance business, (B) any employee benefit plan established and
administered in accordance with the law, customary practices and documentation
of a foreign country and (C) the international organizations set forth in
Section 902(o)(7) of Regulation S under the 1933 Act and any other similar
international organizations, and their agencies, affiliates and pension plans.

            "United States Tax Person" means any of (i) a citizen or resident of
the United States, (ii) corporation or partnership organized in or under the
laws of the United States or any political subdivision thereof, (iii) an estate
the income of which is includible in gross income for United States tax
purposes, regardless of its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of such
trust, and one or more United States Tax Persons has the authority to control
all substantial decisions of such trust.

            "Unpaid Interest" means, on any Distribution Date with respect to
any Class of Interests or Certificates (other than the Residual Certificates),
the portion of Distributable Certificate Interest for such Class remaining
unpaid as of the close of business on the preceding Distribution Date, plus one
month's interest thereon at the applicable Pass-Through Rate.

            "Unrestricted Servicer Reports" means the following reports in CMSA
format (as in effect on the date hereof or as such formats may be changed from
time to time by the CMSA) in, and containing substantially the information
contemplated by, the forms attached hereto as part of Exhibit X prepared by the
Master Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgaged Loans and
REO Properties)): (a) the following electronic files; (i) a Loan Set-Up File
(with respect to the initial Distribution Date only); and (ii) a Loan Periodic
Update File; and (b) the following supplemental reports: (i) a Delinquent Loan
Status Report, (ii) an Historical Loan Modification Report, (iii) an Historical
Liquidation Report, and (iv) an REO Status Report.

                                      -57-
<PAGE>

            "USAP" shall have the meaning set forth in Section 8.13.

            "Weighted Average REMIC I Net Mortgage Rate" means, with respect to
any Distribution Date, the weighted average of the REMIC I Net Mortgage Rates
for the REMIC I Regular Interests, weighted on the basis of their respective
Certificate Balances as of the close of business on the preceding Distribution
Date.

            "Work-Out Fee" means a fee payable with respect to any Rehabilitated
Mortgage Loan, equal to the product of (x) ___% and (y) the amount of each
collection of interest (other than default interest and Excess Interest) and
principal received (including any Condemnation Proceeds received and applied as
a collection of such interest and principal) on such Mortgage Loan or B Note for
so long as it remains a Rehabilitated Mortgage Loan.

            Section 1.2 Calculations Respecting Mortgage Loans. (a) Calculations
required to be made by the Paying Agent pursuant to this Agreement with respect
to any Mortgage Loan or B Note shall be made based upon current information as
to the terms of the Mortgage Loans and B Note and reports of payments received
from the Master Servicer on such Mortgage Loans and B Note and payments to be
made to the Paying Agent as supplied to the Paying Agent by the Master Servicer.
The Paying Agent shall not be required to recompute, verify or recalculate the
information supplied to it by the Master Servicer and may conclusively rely upon
such information in making such calculations. If, however, a Responsible Officer
of the Paying Agent has actual knowledge of an error in the calculations, the
Paying Agent shall inform the Master Servicer of such error.

            (b) Unless otherwise required by law or the applicable Mortgage Loan
or B Note documents (or the related Intercreditor Agreement), any amounts (other
than escrow and reserve deposits and reimbursements of lender advances and
expenses) received in respect of a Mortgage Loan or B Note as to which a default
has occurred and is continuing shall be applied first to overdue interest due
with respect to such Mortgage Loan or B Note at the Mortgage Rate thereof, next
to current interest due with respect to such Mortgage Loan or B Note at the
Mortgage Rate thereof, next to the reduction of the Principal Balance of such
Mortgage Loan or B Note to zero if such Mortgage Loan or B Note has been
accelerated and in respect of any scheduled payments of principal then due to
the extent that such Mortgage Loan or B Note has not yet been accelerated, next
to any default interest and other amounts due on such Mortgage Loan or B Note
and finally to Late Fees due with respect to such Mortgage Loan or B Note.

            Section 1.3 Calculations Respecting Accrued Interest. Accrued
interest on any Certificate shall be calculated based upon a 360-day year
consisting of twelve 30-day months and Pass-Through Rates shall be carried out
to eight decimal places, rounded if necessary. All dollar amounts calculated
hereunder shall be rounded to the nearest penny.

            Section 1.4 Interpretation.

            (a) Whenever the Agreement refers to a Distribution Date and a
"related" Collection Period, Interest Accrual Period, Record Date, Due Date,
Report Date, Monthly Certificateholders Report, Special Servicer Remittance
Date, Master Servicer Remittance Date or Determination Date, such reference
shall be to the Collection Period, Interest Accrual Period,

                                      -58-
<PAGE>

Record Date, Due Date, Report Date, Special Servicer Remittance Date, Master
Servicer Remittance Date or Determination Date, as applicable, immediately
preceding such Distribution Date.

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

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

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

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

            Section 1.5 ARD Loan. Notwithstanding any provision of this
Agreement:

            (a) For the ARD Loans, the Excess Interest accruing as a result of
the step-up in the Mortgage Rate upon failure of the related Mortgagor to pay
the principal on the Anticipated Repayment Date as specifically provided for in
the related Mortgage Note shall not be taken into account for purposes of the
definitions of "Appraisal Reduction," "Assumed Scheduled Payment," "Mortgage
Rate," "Purchase Price" and "Realized Loss."

            (b) Excess Interest shall constitute an asset of the Trust but not
an asset of any REMIC Pool.

            (c) Neither the Master Servicer nor the Special Servicer shall take
any enforcement action with respect to the payment of Excess Interest unless the
taking of such action is consistent with the Servicing Standard and all other
amounts due under such Mortgage Loan have been paid, and, in the good faith and
reasonable judgment of the Master Servicer and the Special Servicer, as the case
may be, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest thereon.

            (d) Liquidation Fees shall not be deemed to be earned on Excess
Interest.

            (e) With respect to an ARD Loan after its Anticipated Repayment
Date, the Master Servicer or the Special Servicer, as the case may be, shall be
permitted, in its discretion, to waive in accordance with Section 8.18 and
Section 9.5 hereof, all or any accrued Excess

                                      -59-
<PAGE>

Interest if, prior to the related Maturity Date, the related Mortgagor has
requested the right to prepay the Mortgage Loan in full together with all
payments required by the Mortgage Loan in connection with such prepayment except
for all or a portion of accrued Excess Interest, provided that the Master
Servicer's or the Special Servicer's determination to waive the right to such
accrued Excess Interest is in accordance with the Servicing Standard and with
Section 8.18 and Section 9.5 hereof. The Master Servicer or the Special
Servicer, as the case may be, will have no liability to the Trust, the
Certificateholders or any other person so long as such determination is based on
such criteria.

            Section 1.6 Certain Matters with respect to A/B Mortgage Loans.

            (a) For the avoidance of doubt, the parties acknowledge that the
rights and duties of each of the Master Servicer and the Special Servicer under
Article VIII and Article IX and the obligation of the Master Servicer to make
Advances, insofar as such rights, duties and obligations relate to any A/B
Mortgage Loan (including both the related A Note and the related B Note), shall
terminate upon the earliest to occur of the following with respect to such A/B
Mortgage Loan: (i) any repurchase of or substitution for the related A Note by
the Seller of such A/B Mortgage Loan pursuant to Section 2.3, (ii) any purchase
of the related A Note by the owner of the related B Note pursuant to the terms
of the related Intercreditor Agreement and (iii) any payment in full of any and
all amounts due (or deemed due) under the related A Note (or its successor REO
Mortgage Loan) (including amounts to which the holder of such A Note is entitled
under the related Intercreditor Agreement); provided, however, that this
statement shall not limit (A) the duty of the Master Servicer or the Special
Servicer to deliver or make available the reports otherwise required of it
hereunder with respect to the Collection Period in which such event occurs or
(B) the rights of the Master Servicer or the Special Servicer that may otherwise
accrue or arise in connection with the performance of its duties hereunder with
respect to such A/B Mortgage Loan prior to the date on which such event occurs.
There are no A/B Mortgage Loans in the Trust.

            (b) In connection with any purchase described in clause (ii) of
subsection (a) or an event described in clause (iii) of subsection (a), the
Trustee, the Master Servicer and the Special Servicer shall each tender to (in
the case of a purchase under such clause (ii)) the related purchaser (provided
that the related purchaser shall have paid the full amount of the applicable
purchase price) or (in the case of such clause (iii)) to the holder of the
related B Note, upon delivery to them of a receipt executed by such purchaser or
holder, all portions of the Mortgage File and other documents pertaining to such
A/B 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 such purchaser or holder (or the designee of such purchaser or
holder) in the same manner, and pursuant to appropriate forms of assignment,
substantially similar to the manner and forms pursuant to which documents were
previously assigned to the Trustee by the related Seller, but in any event,
without recourse, representation or warranty; provided that such tender by the
Trustee shall be conditioned upon its receipt from the Master Servicer of a
Request for Release. The Master Servicer shall, and is also hereby authorized
and empowered by the Trustee to, convey to such purchaser or such holder any
deposits then held in an Escrow Account relating to the applicable A/B Mortgage
Loan. If an A Note and a B Note under the applicable Mortgage Loan are then REO
Mortgage Loans, then the Special Servicer shall, and is also hereby authorized
and empowered by the Trustee to, convey to such purchaser

                                      -60-
<PAGE>

or such holder, in each case, to the extent not needed to pay or reimburse the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent in
accordance with this Agreement, deposits then held in the REO Account insofar as
they relate to the related REO Property.

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

            Section 2.1 Conveyance of Mortgage Loans.

            (a) Effective as of the Closing Date, the Depositor does hereby
assign in trust to the Trustee, 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 identified on the Mortgage Loan Schedule, (ii)
the Depositor's rights under each Mortgage Loan Purchase Agreement that are
permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii)
the Initial Deposit, (iv) the Depositor's rights under the Intercreditor
Agreement and (v) all other assets included or to be included in REMIC I for the
benefit of REMIC II and REMIC III. 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. The transfer of the Mortgage Loans and the related
rights and property accomplished hereby is absolute and is intended by the
parties to constitute a sale. In connection with the initial sale of the
Certificates by the Depositor, the purchase price to be paid includes a portion
attributable to interest accruing on the Certificates from and after the Cut-Off
Date.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.1(a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each Seller pursuant to the applicable Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Trustee or a Custodian appointed hereunder, on or
before the Closing Date, the Mortgage Note for each Mortgage Loan so assigned,
endorsed to the Trustee as specified in clause (i) of the definition of
"Mortgage File." Each Seller is required, pursuant to the applicable Mortgage
Loan Purchase Agreement, to deliver to the Trustee the remaining documents
constituting the Mortgage File for each Mortgage Loan within the time period set
forth therein. None of the Trustee, the Fiscal Agent, the Paying Agent, any
Custodian, the Master Servicer or the Special Servicer shall be liable for any
failure by any Seller or the Depositor to comply with the document delivery
requirements of the Mortgage Loan Purchase Agreements and this Section 2.1(b).

            (c) The applicable Seller shall, at its expense as to each Mortgage
Loan, promptly (and in any event within 45 days following the receipt thereof)
cause to be submitted for recording or filing, as the case may be, in the
appropriate public office for real property records or UCC financing statements,
as appropriate, each assignment to the Trustee referred to in clauses (iv),
(vi)(B) and (ix)(B) of the definition of "Mortgage File". Each such assignment
shall reflect that it should be returned by the public recording office to the
Trustee following recording or filing; provided that in those instances where
the public recording office retains the original Assignment of Mortgage,
assignment of Assignment of Leases or assignment of UCC financing statements,
the applicable Seller shall obtain therefrom a certified copy of the recorded

                                      -61-
<PAGE>

original. The applicable Seller shall forward copies thereof to the Trustee and
the Special Servicer. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the
applicable Seller shall, pursuant to the applicable Mortgage Loan Purchase
Agreement, promptly prepare or cause to be prepared a substitute therefor or
cure such defect, as the case may be, and thereafter the applicable Seller shall
upon receipt thereof cause the same to be duly recorded or filed, as
appropriate.

            The parties acknowledge the obligation of each Seller pursuant to
Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the
Trustee, on or before the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached as Exhibit C to
the Primary Servicing Agreements in favor of the Trustee and the Special
Servicer to empower the Trustee and, in the event of the failure or incapacity
of the Trustee, the Special Servicer, to submit for recording, at the expense of
the applicable Seller, any mortgage loan documents required to be recorded as
described in the preceding paragraph and any intervening assignments with
evidence of recording thereon that are required to be included in the Mortgage
Files (so long as original counterparts have previously been delivered to the
Trustee). The Sellers agree to reasonably cooperate with the Trustee and the
Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The Trustee and each other party hereto agrees that no such power
of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except that to the extent that the absence of
a document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the related Seller, but
in no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the related Seller's
expense, after the periods set forth above; provided, however, the Trustee shall
not submit such assignments for recording if the applicable Seller produces
evidence that it has sent any such assignment for recording and certifies that
it is awaiting its return from the applicable recording office.

            (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Sellers that relate to the Mortgage Loans or
B Note and that are not required to be a part of a Mortgage File in accordance
with the definition thereof shall be delivered to the Master Servicer or the
Primary Servicer on its behalf, on or before the date that is 45 days following
the Closing Date and shall be held by the Master Servicer or Primary Servicer on
behalf of the Trustee in trust for the benefit of the Certificateholders. The
Depositor shall deliver or cause the related Seller to deliver to the Special
Servicer a copy of each Mortgage File to the extent that (i) such copy has not
previously been delivered to the Special Servicer and (ii) the Special Servicer
requests (in writing) such copy within 180 days following the Closing Date. The
Depositor shall deliver or cause the related Seller to deliver such copy within
a reasonable period following such request by the Special Servicer. To the
extent delivered to the Master Servicer or related Primary Servicer by the
related Seller, the Servicer Mortgage File, will include, to the extent required
to be (and actually) delivered to the applicable Seller pursuant to the
applicable Mortgage Loan documents, copies of the following items: the Mortgage
Note, any Mortgage, the Assignment of Leases and the Assignment of Mortgage, any
guaranty/indemnity agreement, any loan agreement, the insurance policies or
certificates (as

                                      -62-
<PAGE>

applicable), the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies. Delivery of any of the
foregoing documents to the applicable Primary Servicer (or sub-servicer) shall
be deemed delivery to the Master Servicer and satisfy the Depositor's
obligations under this Section 2.1(d). None of the Master Servicer, the Special
Servicer or any Primary Servicer shall have any liability for the absence of any
of the foregoing items from the Servicing Mortgage File if such item was not
delivered by the related Seller.

            (e) In connection with the Depositor's assignment pursuant to
Section 2.1(a) above, the Depositor shall deliver to the Trustee on or before
the Closing Date a copy of a fully executed counterpart of each Mortgage Loan
Purchase Agreement, as in full force and effect on the Closing Date, which
Mortgage Loan Purchase Agreements shall contain the representations and
warranties made by the Sellers with respect to each related Mortgage Loan as of
the Closing Date.

            (f) In connection herewith, the Depositor has acquired the _________
Loans from _________, the ___________ Loans from __________, the [BSF] Loans
from [BSF] and the _______ Loans from _______. The Depositor will deliver the
original Mortgage Notes (or lost note affidavits with copies of the related
Mortgage Notes, as described in the definition of Mortgage File) relating to the
_________ Loans to the Trustee, endorsed as otherwise provided herein, to effect
the transfer to the Trustee of such Mortgage Notes and all related deeds of
trust, mortgages and other loan documents. The Depositor will deliver the
original Mortgage Notes (or lost note affidavits with copies of the related
Mortgage Notes, as described in the definition of Mortgage File) relating to the
__________ Loans to the Trustee, endorsed as otherwise provided herein, to
effect the transfer to the Trustee of such Mortgage Notes and all related deeds
of trust, mortgages and other loan documents. The Depositor will deliver the
original Mortgage Notes (or lost note affidavits with copies of the related
Mortgage Notes, as described in the definition of Mortgage File) relating to the
[BSF] Loans to the Trustee, endorsed as otherwise provided herein, to effect the
transfer to the Trustee of such Mortgage Notes and all related deeds of trust,
mortgages and other loan documents. The Depositor will deliver the original
Mortgage Notes (or lost note affidavits with copies of the related Mortgage
Notes, as described in the definition of Mortgage File) relating to the _______
Loans to the Trustee, endorsed as otherwise provided herein, to effect the
transfer to the Trustee of such Mortgage Notes and all related deeds of trust,
mortgages and other loan documents. To avoid the unnecessary expense and
administrative inconvenience associated with the execution and recording of
multiple assignment documents, _________, __________, [BSF] and _______, as
applicable, are required under the Mortgage Loan Purchase Agreements to deliver
Assignments of Mortgages and assignments of Assignments of Leases and
assignments of UCC financing statements naming the Trustee, on behalf of the
Certificateholders, as assignee. Notwithstanding the fact that the assignments
shall name the Trustee, on behalf of the Certificateholders, as the assignee,
the parties hereto acknowledge and agree that for all purposes the _________
Loans shall be deemed to have been transferred from _________ to the Depositor,
the __________ Loans shall be deemed to have been transferred from __________ to
the Depositor, the [BSF] Loans shall be deemed to have been transferred from
[BSF] to the Depositor and the _______ Loans shall be deemed to have

                                      -63-
<PAGE>

been transferred from _______ to the Depositor, and all Mortgage Loans shall be
deemed to have been transferred from the Depositor to the Trustee on behalf of
the Certificateholders.

            Section 2.2 Acceptance by Trustee. The Trustee will hold (i) the
documents constituting a part of the Mortgage Files delivered to it, (ii) the
REMIC I Regular Interests, and (iii) the REMIC II Regular Interests, in each
case, in trust for the use and benefit of all present and future
Certificateholders. To the extent that the contents of the Mortgage File for any
A Note relate to the corresponding B Note, the Trustee, or the Custodian on the
Trustee's behalf, will also hold such Mortgage File in trust for the benefit of
the holder of the related B Note.

            On the Closing Date in respect of the Initial Certification, and
within 75 days after the Closing Date in respect of the Final Certification, the
Trustee shall examine the Mortgage Files in its possession, and shall deliver to
the Depositor, the Sellers, the Master Servicer, the Special Servicer and the
Operating Adviser a certification (the "Initial Certification" and the "Final
Certification," respectively, in the respective forms set forth as Exhibit B-1
and Exhibit B-2 hereto), which may be in electronic format (i) in the case of
the Initial Certification, as to each Mortgage Loan listed in the Mortgage Loan
Schedule, except as may be specified in the schedule of exceptions attached
thereto, to the effect that: (A) all documents pursuant to clause (i) of the
definition of Mortgage File are in its possession, (B) such documents have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or
otherwise physically altered, and such documents relate to such Mortgage Loan,
and (C) each Mortgage Note has been endorsed as provided in clause (i) of the
definition of Mortgage File, and (ii) in the case of the Final Certification, as
to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be
specified in the schedule of exceptions attached thereto, to the effect that:
(A) all documents pursuant to clauses (i), (ii), (iv), (v), (vi), (viii), (x)
and (xii) of the definition of Mortgage File required to be included in the
Mortgage File, and with respect to all documents specified in the other clauses
of the definition of Mortgage File to the extent known by a Responsible Officer
of the Trustee to be required pursuant to this Agreement, are in its possession,
(B) such documents have been reviewed by it and have not been materially
mutilated, damaged, defaced, torn or otherwise physically altered, and such
documents relate to such Mortgage Loan, (C) based on its examination and only as
to the Mortgage Note and Mortgage, the street address of the Mortgaged Property
set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately
reflects the information contained in the documents in the Mortgage File, and
(D) each Mortgage Note has been endorsed. Notwithstanding the foregoing, the
delivery of a commitment to issue a Title Insurance Policy in lieu of the
delivery of the actual Title Insurance Policy shall not be considered a Material
Document Defect with respect to any Mortgage File if such actual Title Insurance
Policy is delivered to the Trustee or a Custodian on its behalf not later than
the 180th day following the Closing Date. The Trustee shall deliver to the
Master Servicer, the Special Servicer, the Operating Adviser and each Seller a
copy of such Final Certification, which may be in electronic format.

            Within 360 days after the Cut-Off Date, the Trustee shall provide a
confirmation of receipt of recorded assignments of Mortgage (as described in the
definition of Mortgage File, with evidence of recording thereon) or otherwise
provide evidence of such recordation to the Master Servicer, the Special
Servicer, the Operating Advisor and each Seller, and if any recorded assignment
of Mortgage has not been received by the Trustee by such time, the Trustee shall
provide information in such confirmation on the status of missing assignments.
The Trustee

                                      -64-
<PAGE>

agrees to use reasonable efforts to submit for recording any unrecorded
assignments of Mortgage that have been delivered to it (including effecting such
recordation process through or cooperating with the applicable Seller) such
recordation to be at the expense of the applicable Seller; provided, however,
that the Trustee shall not submit for recording any such assignments if the
applicable Seller produces evidence that it has sent any such assignment for
recording and is awaiting its return from the applicable recording office. In
giving the certifications required above, the Trustee shall be under no
obligation or duty to inspect, review or examine any such documents,
instruments, securities or other papers to determine whether they or the
signatures thereon are valid, legal, genuine, enforceable, in recordable form or
appropriate for their represented purposes, or that they are other than what
they purport to be on their face, or to determine whether any Mortgage File
should include any assumption agreement, modification agreement, consolidation
agreement, extension agreement, Assignment of Lease, ground lease, UCC financing
statement, guaranty, written assurance, substitution agreement, lock box
agreement, intercreditor agreement, management agreement or letter of credit.

            If any exceptions are noted on a schedule of exceptions attached to
the Final Certification, including exceptions resulting from the fact that the
recordation and/or filing has not been completed (based solely on the absence of
receipt by the Custodian (or the Trustee) of the particular documents showing
evidence of the recordation and/or filing), then the Custodian on behalf of the
Trustee (or the Trustee) shall continuously update such schedule of exceptions
to reflect receipt of any corrected documents, additional documents or
instruments or evidences of recordation and/or filing, as to each Mortgage Loan,
until the earliest of the following dates: (i) the date on which all such
exceptions are eliminated (any such elimination resulting from the fact that
recordation and/or filing has been completed shall be based solely on receipt by
the Custodian or the Trustee of the particular documents showing evidence of the
recordation and/or filing), (ii) the date on which all the affected Mortgage
Loans are removed from the Trust and (iii) the second anniversary of the Closing
Date, and shall provide such updated schedule of exceptions (which may be in
electronic format) to each of the Depositor, each Seller (as to its respective
Mortgage Loans only), the Master Servicer, the Special Servicer, the Operating
Adviser and the Paying Agent on or about the date that is 180 days after the
Closing Date and then again every 90 days thereafter (until the earliest date
specified above). The Paying Agent shall promptly forward a copy thereof to each
Certificateholder in the Controlling Class and shall deliver or make available a
copy thereof to other Certificateholders pursuant to Section 5.4(d). Promptly,
and in any event within two Business Days, following any request therefor by the
Depositor, the Master Servicer, the Special Servicer or the Operating Adviser
that is made later than two years following the Closing Date, the Custodian (or
the Trustee) shall deliver an updated schedule of exceptions, which may be in
electronic format (to the extent the prior schedule showed exceptions), to the
requesting Person and the Paying Agent, which shall make available a copy
thereof pursuant to Section 5.4(d).

            The Trustee or its authorized agents shall retain possession and
custody of each Trustee Mortgage File in accordance with and subject to the
terms and conditions set forth herein.

            Section 2.3 Sellers' Repurchase of Mortgage Loans for Material
Document Defects and Material Breaches of Representations and Warranties.

                                      -65-
<PAGE>

            (a) If any party hereto discovers that any document or documents
constituting a part of a Mortgage File has not been delivered as and when
required, has not been properly executed, or is defective on its face or
discovers or receives notice of a breach of any of the representations and
warranties relating to the Mortgage Loans required to be made by a Seller
regarding the characteristics of the Mortgage Loans and/or related Mortgaged
Properties as set forth in the related Mortgage Loan Purchase Agreements, and in
either case such defect or breach either (i) materially and adversely affects
the interests of the holders of the Certificates in the related Mortgage Loan,
or (ii) both (A) the document defect or breach materially and adversely affects
the value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect," and such a
breach described in the preceding clause (i) or (ii), a "Material Breach") such
party shall give prompt written notice to the other parties hereto and to each
Rating Agency. Promptly (but in any event within three Business Days) upon
becoming aware of any such Material Document Defect or Material Breach, the
Master Servicer shall, and the Special Servicer may, request that the related
Seller, not later than 85 days from such Seller's receipt of the notice of such
Material Document Defect or Material Breach, cure such Material Document Defect
or Material Breach, as the case may be, in all material respects; provided,
however, that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 85-day
period, and such Material Document Defect or Material Breach would not cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code)
but the related Seller is diligently attempting to effect such correction or
cure, as certified by such Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is then
a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred
as a result of a monetary default or as described in clause (ii) or clause (v)
of the definition of "Servicing Transfer Event" and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 not less than 85 days prior to the delivery of the
notice of such Material Document Defect. The parties acknowledge that neither
delivery of a certification or schedule of exceptions to a Seller pursuant to
Section 2.2 or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            If any such Material Document Defect or Material Breach cannot be
corrected or cured in all material respects within the above cure periods, the
related Seller will be obligated, not later than the last day of such permitted
cure period, to (i) repurchase the affected Mortgage Loan or REO Mortgage Loan
from the Trust at the applicable Purchase Price in accordance with the related
Mortgage Loan Purchase Agreement, or (ii) if within the three-month period
commencing on the Closing Date (or within the two-year period commencing on the
Closing Date if the related Mortgage Loan is a "defective obligation" within the
meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), at the related Seller's option, replace such Mortgage Loan or REO
Mortgage Loan with a Qualifying Substitute Mortgage Loan. If such Material
Document Defect or Material Breach would cause the Mortgage Loan to be other
than a "qualified mortgage" (as defined in the Code), then notwithstanding the
previous sentence, the repurchase must occur within 85 days from the date the
related Seller was notified of the defect and substitution must occur within the
sooner of (i)

                                      -66-
<PAGE>

85 days from the date the related Seller was notified of the defect or (ii) two
years from the Closing Date.

            As to any Qualifying Substitute Mortgage Loan or Loans, the Master
Servicer shall not execute any instrument effecting the substitution unless the
related Seller has delivered to the Trustee for such Qualifying Substitute
Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the related Assignment
of Mortgage, and such other documents and agreements as are required by Section
2.1, with the Mortgage Note endorsed as required by Section 2.1 and the Master
Servicer shall be entitled to rely on statements and certifications from the
Trustee for this purpose. No substitution may be made in any calendar month
after the Determination Date for such month. Monthly payments due with respect
to Qualifying Substitute Mortgage Loans in the month of substitution shall not
be part of the Trust and will be retained by Master Servicer and remitted by the
Master Servicer to the related Seller on the next succeeding Distribution Date.
For the month of substitution, distributions to Certificateholders will include
the Scheduled Payment due on the related Deleted Mortgage Loan for such month
and thereafter the related Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan.

            The Master Servicer shall amend or cause to be amended the Mortgage
Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such
amendment the Master Servicer shall deliver or cause to be delivered such
amended Mortgage Loan Schedule to the Trustee, the Paying Agent and the Special
Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or
Loans shall be subject to the terms of this Agreement in all respects. Upon
receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute
Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to
such Deleted Mortgage Loan to the related Seller, and the Trustee (and the
Depositor, if necessary) shall execute and deliver such instruments of transfer
or assignment in the form presented to it, in each case without recourse,
representation or warranty, as shall be necessary to vest title (to the extent
that such title was transferred to the Trustee or the Depositor) in the related
Seller or its designee to any Deleted Mortgage Loan (including any property
acquired in respect thereof or any insurance policy proceeds relating thereto)
substituted for pursuant to this Section 2.3.

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above (a "Defective Mortgage Loan"), (y) such Defective Mortgage
Loan is cross-collateralized and cross-defaulted with one or more other Mortgage
Loans ("Crossed Mortgage Loans") and (z) the applicable document defect or
breach does not constitute a Material Document Defect or Material Breach, as the
case may be, as to such Crossed Mortgage Loans (without regard to this
paragraph), then the applicable document defect or breach (as the case may be)
shall be deemed to constitute a Material Document Defect or Material Breach (as
the case may be) as to each such Crossed Mortgage Loan for purposes of the above
provisions, and the related Seller shall be obligated to repurchase or replace
each such Crossed Mortgage Loan in accordance with the provisions above unless,
in the case of such breach or document defect, the Seller (A) provides a
Nondisqualification Opinion to the Trustee at the expense of the Seller and (B)
both of the following conditions would be satisfied if the related Seller were
to repurchase or replace only those Mortgage Loans as to which a Material Breach
had occurred without regard to this paragraph (the "Affected Loan(s)"): (i) the
Debt Service Coverage Ratio for all such other Mortgage Loans (excluding the
Affected Loan(s)) for the four calendar quarters immediately

                                      -67-
<PAGE>

preceding the repurchase or replacement is not less than the lesser of (A) 0.10x
below the debt service coverage ratio for all such other Mortgage Loans
(including the Affected Loan(s)) set forth in Appendix II to the Final
Prospectus Supplement and (B) the debt service coverage ratio for all such
Crossed Mortgage Loans (including the Affected Loan(s)) for the four preceding
calendar quarters preceding the repurchase or replacement, and (ii) the
Loan-to-Value Ratio for all such Crossed Mortgage Loans (excluding the Affected
Loan(s)) is not greater than the greater of (A) the loan-to-value ratio,
expressed as a whole number (taken to one decimal place), for all such Crossed
Mortgage Loans (including the Affected Loan(s)) set forth in Appendix II to the
Final Prospectus Supplement plus __% and (B) the loan-to-value ratio for all
such Crossed Mortgage Loans (including the Affected Loan(s)), at the time of
repurchase or replacement. The determination of the Master Servicer as to
whether the conditions set forth above have been satisfied shall be conclusive
and binding in the absence of manifest error. The Master Servicer will be
entitled to cause to be delivered, or direct the related Seller to (in which
case the related Seller shall) cause to be delivered to the Master Servicer, an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (ii) above has been
satisfied, in each case at the expense of the related Seller if the scope and
cost of the Appraisal is approved by the related Seller (such approval not to be
unreasonably withheld).

            With respect to any Defective Mortgage Loan, to the extent that the
applicable Seller is required to repurchase or substitute for such Defective
Mortgage Loan (each, a "Repurchased Loan") in the manner prescribed above while
the Trustee continues to hold any Crossed Mortgage Loan, the applicable Seller
and the Depositor have agreed in the related Mortgage Loan Purchase Agreement to
forbear from enforcing any remedies against the other's Primary Collateral but
each is permitted to exercise remedies against the Primary Collateral securing
its respective Mortgage Loans, including with respect to the Trustee, the
Primary Collateral securing Mortgage Loans still held by the Trustee, so long as
such exercise does not impair the ability of the other party to exercise its
remedies against its Primary Collateral. If the exercise of remedies by one
party would impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Mortgage Loan or Mortgage Loans
held by such party, then both parties have agreed to forbear from exercising
such remedies until the loan documents evidencing and securing the relevant
Mortgage Loans can be modified in a manner that complies with the applicable
Mortgage Loan Purchase Agreement to remove the threat of impairment as a result
of the exercise of remedies. Any reserve or other cash collateral or letters of
credit securing the Cross-Collateralized Loans shall be allocated between such
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms
of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule VIII hereto are
intended third-party beneficiaries of the provisions set forth in this paragraph
and the preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Any of the following document defects shall be conclusively presumed
materially and adversely to affect the interests of Certificateholders in a
Mortgage Loan and be a Material Document Defect: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage that

                                      -68-
<PAGE>

appears to be regular on its face, unless there is included in the Mortgage File
a certified copy of the Mortgage by the local authority with which the Mortgage
was recorded; or (c) the absence from the Mortgage File of the item called for
by paragraph (viii) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a), the
Master Servicer) will take the steps described elsewhere in this section,
including the giving of notices to the Rating Agencies and the parties hereto
and making demand upon the related Seller for the cure of the document defect or
repurchase or replacement of the related Mortgage Loan.

            If the related Seller disputes that a Material Document Defect or
Material Breach exists with respect to a Mortgage Loan or otherwise refuses (i)
to effect a correction or cure of such Material Document Defect or Material
Breach, (ii) to repurchase the affected Mortgage Loan from the Trust or (iii) to
replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in
accordance with the related Mortgage Loan Purchase Agreement, then provided that
(x) the period of time provided for the related Seller to correct, repurchase or
cure has expired and (y) the Mortgage Loan is then in default and is then a
Specially Serviced Mortgage Loan, the Special Servicer may, subject to the
Servicing Standard, modify, workout or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, hereof, while
pursuing the repurchase claim. The related Seller has acknowledged and agreed
under the related Mortgage Loan Purchase Agreement that any modification of the
Mortgage Loan pursuant to a workout shall not constitute a defense to any
repurchase claim nor shall such modification and workout change the Purchase
Price due from the related Seller for any repurchase claim. In the event of any
such modification and workout, the related Seller has agreed under the related
Mortgage Loan Purchase Agreement to repurchase the Mortgage Loan as modified and
that the Purchase Price shall include any Work-Out Fee paid to the Special
Servicer up to the date of repurchase plus the present value (calculated at a
discount rate equal to the applicable Mortgage Rate) of the Work-Out Fee that
would have been payable to the Special Servicer in respect of such Mortgage Loan
if the Mortgage Loan performed in accordance with its terms to its Maturity
Date, provided that no amount shall be paid by the related Seller in respect of
any Work-Out Fee if a Liquidation Fee already comprises a portion of the
Purchase Price. The related Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 hereof and (ii) the Special Servicer of any offer that
it receives to purchase the applicable REO Property, each in connection with
such liquidation. Upon the receipt of such notice by the related Seller, the
related Seller shall then have the right to purchase the related Mortgage Loan
or REO Property, as applicable, from the Trust at a purchase price equal to, in
the case of clause (i) of the immediately preceding sentence, the Option
Purchase Price or, in the case of clause (ii) of the immediately preceding
sentence, the amount of such offer. Notwithstanding anything to the contrary
contained herein or in the related Mortgage Loan Purchase Agreement, the right
of any Option Holder to purchase such Mortgage Loan shall be subject and
subordinate to the Seller's right to purchase such Mortgage Loan as described in
the immediately preceding sentence. The related Seller shall have five (5)
Business Days to notify the Trustee or the Special Servicer, as applicable, of
its intent to so purchase the Mortgage Loan or related REO Property from the
date that it was notified of such intention to exercise such Option or of such
offer. The Special Servicer shall be obligated to provide the related Seller
with any appraisal or other third party reports relating to the Mortgaged
Property within its possession

                                      -69-
<PAGE>

to enable the related Seller to evaluate the related Mortgage Loan or REO
Property. Any sale of the related Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the related REO Property, to a Person other than the
related Seller shall be without (i) recourse of any kind (either expressed or
implied) by such Person against the related Seller and (ii) representation or
warranty of any kind (either expressed or implied) by the related Seller to or
for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the related Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the Termination of the Trust pursuant to Section 9.30 hereof, the
related Seller will be obligated to pay to the Trust the difference between any
Liquidation Proceeds received upon such liquidation (including those arising
from any sale to the related Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys fees) related thereto.

            In connection with any sale or other liquidation of a Mortgage Loan
or REO Property as described in this Section 2.3, the Special Servicer shall not
receive a Liquidation Fee in connection with such sale or other liquidation
until a final determination has been made, as set forth in the preceding
paragraph, as to whether the related Seller is or was obligated to repurchase
such Mortgage Loan or REO Property. Upon such determination, the Special
Servicer shall be entitled to collect a Liquidation Fee (i) with respect to a
determination that the related Seller is or was obligated to repurchase, based
upon the full Purchase Price of the related Mortgage Loan, including all related
expenses up to the date the remainder of such Purchase Price is actually paid,
with such Liquidation Fee payable by the related Seller or (ii) with respect to
a determination that the related Seller is not or was not obligated to
repurchase (or the Trust decides that it will no longer pursue a claim against
the related Seller for repurchase), based upon the Liquidation Proceeds as
received upon the actual sale or liquidation of such Mortgage Loan, with such
amount to be paid from amounts in the Collection Account.

            In any month in which the related Seller substitutes one or more
Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer will determine the amount (if any) by which the aggregate
Principal Balance of all such Qualified Substitute Mortgage Loans as of the date
of substitution is less than the aggregate Principal Balance of all such Deleted
Mortgage Loans (in each case after application of scheduled principal portion of
the monthly payments received in the month of substitution). The Depositor shall
cause the related Seller to deposit the amount of such shortage into the
Certificate Account

                                      -70-
<PAGE>

in the month of substitution, without any reimbursement thereof. In addition,
the Depositor shall cause the related Seller to deposit into the Certificate
Account, together with such shortage, if any, an amount equal to interest on the
Deleted Mortgage Loans at a rate equal to the sum of the applicable Mortgage
Rate from the Due Date as to which interest was last paid up to the Due Date
next succeeding such substitution together with the amount of unreimbursed
Servicing Advances, amounts required to be paid to the Special Servicer but
remaining unpaid or unreimbursed, and interest on unreimbursed Advances with
respect to such Deleted Mortgage Loans at the Advance Rate. The Depositor shall
cause the related Seller, in the case of the Mortgage Loans, to give notice in
writing (accompanied by an Officer's Certificate as to the calculation of such
shortage) to the Trustee, the Paying Agent and the Master Servicer of such event
which notice shall be accompanied by an Officers' Certificate as to the
calculation of such shortfall.

            If the affected Mortgage Loan is to be repurchased, the Master
Servicer shall designate the Certificate Account as the account to which funds
in the amount of the Purchase Price are to be wired. Any such purchase of a
Mortgage Loan shall be on a whole loan, servicing released basis.

            (b) In connection with any repurchase of or substitution for a
Mortgage Loan contemplated by this Section 2.3, the Trustee, the Master Servicer
and the Special Servicer shall each tender to the related Seller, upon delivery
to each of them of a receipt executed by such Seller, all portions of the
Mortgage File and other documents pertaining to such Mortgage Loan possessed by
it, and each document that constitutes a part of the Mortgage File shall be
endorsed or assigned to the extent necessary or appropriate to the related
Seller or its designee in the same manner, and pursuant to appropriate forms of
assignment, substantially similar to the manner and forms pursuant to which
documents were previously assigned to the Trustee, but in any event, without
recourse, representation or warranty; provided that such tender by the Trustee
shall be conditioned upon its receipt from the Master Servicer of a Request for
Release. 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 2.3, and the Trustee shall execute and
deliver any powers of attorney necessary to permit the Master Servicer to do so.
The Master Servicer shall, and is also hereby authorized and empowered by the
Trustee to, reconvey to the related Seller any deposits then held in an Escrow
Account relating to the Mortgage Loan being repurchased or substituted for. The
Master Servicer shall indemnify the Trustee for all costs, liabilities and
expenses (including attorneys' fees) incurred by the Trustee in connection with
any negligent or intentional misuse of any such powers of attorney by the Master
Servicer.

            (c) The Mortgage Loan Purchase Agreements provide the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach.
The parties hereunder understand that (i) _________, as Seller under Mortgage
Loan Purchase Agreement III, will be providing the remedies with respect to the
_________ Loans, (ii) __________, as Seller under Mortgage Loan Purchase
Agreement II, will be providing the remedies with respect to the __________
Loans, (iii) [BSF], as Seller under Mortgage Loan Purchase Agreement IV, will be
providing the remedies with respect to the [BSF] Loans and (iv) _______, as
Seller under Mortgage Loan Purchase Agreement V, will be providing the remedies
with respect to the _______ Loans.

                                      -71-
<PAGE>

            Section 2.4 Representations and Warranties. The Depositor hereby
represents and warrants to the Master Servicer, the Special Servicer, the
Trustee (in its capacity as Trustee of the Trust), the Fiscal Agent and the
Paying Agent as of the Closing Date that:

            (a) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws governing its creation and existence and has
full corporate power and authority to own its property, to carry on its business
as presently conducted, to enter into and perform its obligations under this
Agreement, and to create the trust pursuant hereto;

            (b) The execution and delivery by the Depositor of this Agreement
have been duly authorized by all necessary corporate action on the part of the
Depositor; neither the execution and delivery of this Agreement, nor the
consummation of the transactions herein contemplated, nor compliance with the
provisions hereof, will conflict with or result in a breach of, or constitute a
default under, (i) any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Depositor or its
properties; (ii) the certificate of incorporation or bylaws of the Depositor; or
(iii) the terms of any indenture or other agreement or instrument to which the
Depositor is a party or by which it is bound; neither the Depositor nor any of
its Affiliates is a party to, bound by, or in breach of or violation of any
indenture or other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects or to the best knowledge of the Depositor may in the future
materially and adversely affect (i) the ability of the Depositor to perform its
obligations under this Agreement or (ii) the business, operations, financial
condition, properties or assets of the Depositor;

            (c) The execution, delivery and performance by the Depositor of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof;

            (d) This Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the Depositor enforceable
against it in accordance with its terms;

            (e) There are no actions, suits or proceedings pending or, to the
best of the Depositor's knowledge, threatened or likely to be asserted against
or affecting the Depositor, before or by any court, administrative agency,
arbitrator or governmental body (A) with respect to any of the transactions
contemplated by this Agreement or (B) with respect to any other matter which in
the judgment of the Depositor will be determined adversely to the Depositor and
will, if determined adversely to the Depositor, materially and adversely affect
it or its business, assets, operations or condition, financial or otherwise, or
adversely affect its ability to perform its obligations under this Agreement;
and

            (f) Immediately prior to the consummation of the transactions
contemplated in this Agreement, the Depositor had good title to and was the sole
owner of each Mortgage Loan free and clear of any and all adverse claims,
charges or security interests (including liens

                                      -72-
<PAGE>

arising under the federal tax laws or the Employee Retirement Income Security
Act of 1974, as amended).

            Section 2.5.Conveyance of Interests. Effective as of the Closing
Date, the Depositor does hereby transfer, assign, set over, deposit with and
otherwise convey to the Trustee, without recourse, in trust, all the right,
title and interest of the Depositor in and to (i) the REMIC I Regular Interests
in exchange for the REMIC II Interests and (ii) the REMIC II Regular Interests
in exchange for the REMIC III Certificates.

                                  ARTICLE III.

                                THE CERTIFICATES

            Section 3.1 The Certificates.

            (a) The Certificates shall be in substantially the forms set forth
in the Exhibits attached hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Agreement or as may in the reasonable judgment of the Trustee or the Depositor
be necessary, appropriate or convenient to comply, or facilitate compliance,
with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange on which any of the
Certificates may be listed, or as may, consistently herewith, be determined by
the officers executing such Certificates, as evidenced by their execution
thereof.

            The Definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which any of the Certificates may be listed, all as determined by
the officers executing such Certificates, as evidenced by their execution
thereof.

            (b) The [Class A] Certificates will be issuable in denominations of
$______ initial Certificate Balance and in any whole dollar denomination in
excess thereof. The [Class X], [Class B], [Class C], [Class D], [Class E],
[Class F], [Class G], [Class H], [Class J], [Class K], [Class L], [Class M] and
[Class N] Certificates will be issuable in denominations of $_______ initial
Certificate Balance or initial Notional Amount (as applicable) or in any whole
dollar denomination in excess thereof. The [Class R-I], [Class R-II] and [Class
R-III] Certificates will be issued in minimum Percentage Interests of __% and
integral multiples of __% in excess thereof.

            (c) Each Certificate shall, on original issue, be executed by the
Certificate Registrar and authenticated by the Authenticating Agent upon the
order of the Depositor. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by an authorized officer of the Authenticating Agent by
manual signature, and such certification upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All

                                      -73-
<PAGE>

Certificates shall be dated the date of their authentication. At any time and
from time to time after the execution and delivery of this Agreement, the
Depositor may deliver Certificates to the Authenticating Agent for
authentication and the Authenticating Agent shall authenticate and deliver such
Certificates as in this Agreement provided and not otherwise. In the event that
additional Certificates need to be prepared at any time subsequent to the
Closing Date, the Depositor shall prepare, or cause to be prepared, deliver, or
cause to be delivered, at the Depositor's expense, any such additional
Certificates. With respect to the [Class A], [Class X], [Class B], [Class C],
[Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class K],
[Class L], [Class M] and [Class N] Certificates that are issued in book-entry
form, on the Closing Date, the Authenticating Agent upon the order of the
Depositor shall authenticate Book-Entry Certificates that are issued to a
Clearing Agency or its nominee as provided in Section 3.7 against payment of the
purchase price thereof. With respect to the [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M] and [Class N] Certificates that are issued in
definitive form, on the Closing Date, the Authenticating Agent upon the order of
the Depositor shall authenticate Definitive Certificates that are issued to the
registered holder thereof against payment of the purchase price thereof.

            Section 3.2 Registration. The Paying Agent shall be the initial
Certificate Registrar in respect of the Certificates and the Certificate
Registrar shall maintain books for the registration and for the transfer of
Certificates (the "Certificate Register"). The Certificate Registrar may resign
or be discharged or removed by the Paying Agent or the Certificateholders, and a
new successor may be appointed, in accordance with the procedures and
requirements set forth in Sections 7.6 and 7.7 hereof with respect to the
resignation, discharge or removal of the Paying Agent and the appointment of a
successor Paying Agent. The Certificate Registrar may appoint, by a written
instrument delivered to the Holders and the Trustee, any trust company to act as
co-registrar under such conditions as the Certificate Registrar may prescribe;
provided that the Certificate Registrar shall not be relieved of any of its
duties or responsibilities hereunder by reason of such appointment.

            Section 3.3 Transfer and Exchange of Certificates.

            (a) A Certificate may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the Corporate Trust Office,
duly endorsed or accompanied by a written instrument of transfer duly executed
by such Holder or such Holder's duly authorized attorney in such form as shall
be satisfactory to the Certificate Registrar. Upon the transfer of any
Certificate in accordance with the preceding sentence, and subject to the
restrictions set forth in the other subsections of this Section 3.3, the
Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver to the transferee, one or more new Certificates of the
same Class and evidencing, in the aggregate, the same aggregate initial
Certificate Balance, initial Notional Amount or Percentage Interest, as the case
may be, as the Certificate being transferred. No service charge shall be made to
a Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
or transfer of Certificates. The Certificate Registrar may decline to accept any
request for a registration of transfer of any Certificate during the period
beginning five calendar days prior to any Distribution Date.

                                      -74-
<PAGE>

            (b) A Certificate may be exchanged by the Holder thereof for any
number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same initial Certificate Balance, initial
Notional Amount or Percentage Interest, as the case may be, as the Certificate
surrendered, upon surrender of the Certificate to be exchanged at the offices of
the Certificate Registrar duly endorsed or accompanied by a written instrument
of exchange duly executed by such Holder or such Holder's duly authorized
attorney in such form as is satisfactory to the Certificate Registrar.
Certificates delivered upon any such exchange will evidence the same
obligations, and will be entitled to the same rights and privileges, as the
Certificates surrendered. No service charge shall be made to a Certificateholder
for any exchange of Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any exchange of Certificates. Whenever any
Certificates are so surrendered for exchange, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate, date and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

            (c) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless such
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a transfer of such Non-Registered Certificate by the Depositor
or one of its Affiliates), 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 D-1 hereto
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached either as Exhibit D-2A hereto or as Exhibit
D-2B hereto; or (ii) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that such transfer shall be made without registration
under the Securities Act, 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 (such Opinion of Counsel shall not be an
expense of the Trust or of the Depositor, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee or the Certificate Registrar in their
respective capacities as such). If a transfer of any interest in a
Non-Registered Certificate that constitutes a Book-Entry Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Certificates or a transfer of any interest in
such Non-Registered Certificate by the Depositor or any of its Affiliates), then
the Certificate Owner desiring to effect such transfer shall be required to
obtain either (i) a certificate from such Certificate Owner's prospective
Transferee substantially in the form attached as Exhibit D-3A hereto or as
Exhibit D-3B hereto, or (ii) an Opinion of Counsel to the effect that such
transfer may be made without registration under the Securities Act. None of the
Depositor, the Fiscal Agent, the Paying Agent, the Trustee, the Master Servicer,
the Special Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Non-Registered Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of any Certificate. Any Certificateholder or
Certificate Owner desiring to effect a transfer of Non-Registered Certificates
or interests therein shall, and does hereby agree to, indemnify the Depositor,
each Underwriter,

                                      -75-
<PAGE>

the Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar against any liability that may result
if the transfer is not exempt from such registration or qualification or is not
made in accordance with such federal and state laws.

            (d) No transfer of a Non-Investment Grade Certificate or Residual
Certificate or any interest therein shall be made (A) 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, without
limitation, insurance company general accounts, that is subject to ERISA or
Section 4975 of the Code or any applicable federal, state or local law ("Similar
Laws") materially similar to the foregoing provisions of ERISA or the Code
(each, a "Plan"), (B) in book-entry form to an Institutional Accredited Investor
who is not also a Qualified Institutional Buyer or (C) 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 "plan assets" of a Plan,
unless: (i) in the case of a Non-Investment Grade Certificate that constitutes a
Book-Entry Certificate and is being sold to a Qualified Institutional Buyer, the
purchase and holding of such Certificate or interest therein qualifies for the
exemptive relief available under Sections I and III of U.S. Department of Labor
Prohibited Transaction [Class E]xemption ("PTCE") 95-60; or (ii) in the case of
a Non-Investment Grade Certificate or Residual Certificate held as a Definitive
Certificate, the prospective Transferee provides the Certificate Registrar with
a certification of facts and an Opinion of Counsel which establish to the
satisfaction of the Certificate Registrar that such transfer will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or subject the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer or the
Certificate Registrar to any obligation in addition to those undertaken in this
Agreement. Each Person who acquires any Non-Investment Grade Certificate or
Residual Certificate or interest therein (unless it shall have acquired such
Certificate or interest therein from the Depositor or an Affiliate thereof or
unless it shall have delivered to the Certificate Registrar the certification of
facts and Opinion of Counsel referred to in clause (ii) of the preceding
sentence) shall be required to deliver to the Certificate Registrar (or, in the
case of an interest in a Non-Investment Grade Certificate that constitutes a
Book-Entry Certificate, to the Certificate Owner that is transferring such
interest) a certification to the effect that: (i) it is neither a Plan nor 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 "plan
assets" of a Plan; or (ii) that the purchase and holding of such Certificate or
interest therein by such person qualifies for the exemptive relief available
under Sections I and III of PTCE 95-60 or another exemption from the "prohibited
transactions" rules under ERISA by the U.S. Department of Labor or similar
exemption under Similar Laws.

            (e) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under clause (F) below to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (G) below to negotiate the terms of any
mandatory sale and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of such person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

                                      -76-
<PAGE>

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall be a Permitted Transferee and a United
            States Tax Person and shall promptly notify the Certificate
            Registrar 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 Certificate, the Certificate Registrar shall
            require delivery to it, and no Transfer of any Residual Certificate
            shall be registered until the Certificate Registrar receives, an
            affidavit and agreement substantially in the form attached hereto as
            Exhibit E-1 (a "Transfer Affidavit and Agreement") from the proposed
            Transferee, in form and substance satisfactory to the Certificate
            Registrar, representing and warranting, among other things, that
            such Transferee is a Permitted Transferee, that it is not acquiring
            its Ownership Interest in the Residual 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 Certificate, it will
            endeavor to remain a Permitted Transferee, that it is a United
            States Person, that it has historically paid its debts as they have
            come due and will continue to do so in the future, that it
            understands that its tax liability with respect to the Residual
            Certificates may exceed cash flows thereon and it intends to pay
            such taxes as they come due, that it will provide the Certificate
            Registrar with all information necessary to determine that the
            applicable paragraphs of Section 13 of such Transfer Affidavit and
            Agreement are true or that Section 13 is not applicable, and that it
            has reviewed the provisions of this Section 3.3(e) 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 the
            Certificate Registrar has actual knowledge that the proposed
            Transferee is not a Permitted Transferee or is not a United States
            Person, no Transfer of an Ownership Interest in a Residual
            Certificate to such proposed Transferee shall be effected.

                  (D) Each Person holding or acquiring an Ownership Interest in
            a Residual 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
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a certificate substantially in the form attached hereto as Exhibit
            E-2 among other things stating that (x) it has conducted a
            reasonable investigation of the financial condition of the proposed
            Transferee and, as a result of the investigation, the Transferor
            determines that the proposed Transferee had historically paid its
            debts as they came due and found no significant evidence that the
            proposed Transferee will not continue to pay its debts as they come
            due in the future and, (y) it has no actual knowledge that such
            prospective Transferee is not a Permitted Transferee or is not a
            United States Person.

                                      -77-
<PAGE>

                  (E) Each Person holding or acquiring an Ownership Interest in
            a Residual Certificate that is a "pass-through interest holder"
            within the meaning of temporary Treasury Regulation Section
            1.67-3T(a)(2)(i)(A) or is holding an Ownership Interest in a
            Residual Certificate on behalf of a "pass-through interest holder",
            by purchasing an Ownership Interest in such Certificate, agrees to
            give the Certificate Registrar written notice of its status as such
            immediately upon holding or acquiring such Ownership Interest in a
            Residual Certificate.

                  (F) If any purported Transferee shall become a Holder of a
            Residual Certificate in violation of the provisions of this Section
            3.3(e) or if any Holder of a Residual Certificate shall lose its
            status as a Permitted Transferee or a United States Person, then the
            last preceding Holder of such Residual Certificate that was in
            compliance with the provisions of this Section 3.3(e) shall be
            restored, to the extent permitted by law, to all rights and
            obligations as Holder thereof retroactive to the date of
            registration of such Transfer of such Residual Certificate. None of
            the Trustee, the Fiscal Agent, the Master Servicer, the Special
            Servicer, the Certificate Registrar or the Paying Agent shall be
            under any liability to any Person for any registration of Transfer
            of a Residual Certificate that is in fact not permitted by this
            Section 3.3(e) 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.

                  (G) If any purported Transferee shall become a Holder of a
            Residual Certificate in violation of the restrictions in this
            Section 3.3(e), or if any Holder of a Residual Certificate shall
            lose its status as a Permitted Transferee or a United States Person,
            and to the extent that the retroactive restoration of the rights and
            obligations of the prior Holder of such Residual Certificate as
            described in clause (F) above shall be invalid, illegal or
            unenforceable, then the Trustee shall have the right, without notice
            to the Holder or any prior Holder of such Residual Certificate, but
            not the obligation, to sell or cause to be sold such Residual
            Certificate to a purchaser selected by the Trustee on such terms as
            the Trustee may choose. Such noncomplying Holder shall promptly
            endorse and deliver such Residual Certificate in accordance with the
            instructions of the Certificate Registrar. Such purchaser may be the
            Certificate Registrar itself or any Affiliate of the Certificate
            Registrar. The proceeds of such sale, net of the commissions (which
            may include commissions payable to the Certificate Registrar or its
            Affiliates), expenses and taxes due, if any, will be remitted by the
            Certificate Registrar to such noncomplying Holder. The terms and
            conditions of any sale under this clause (G) shall be determined in
            the sole discretion of the Certificate Registrar, and the
            Certificate Registrar shall not be liable to any Person having an
            Ownership Interest in a Residual Certificate as a result of its
            exercise of such discretion.

The Master Servicer, on behalf of the Paying Agent, shall make available, upon
written request from the Paying Agent, to the Internal Revenue Service and those
Persons specified by the REMIC Provisions, all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is not a Permitted

                                      -78-
<PAGE>

Transferee, including the information described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of
such Residual Certificate 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 Certificate having as among its record holders
at any time any Person which is not a Permitted Transferee. The Person holding
such Ownership Interest shall be responsible for the reasonable compensation of
the Master Servicer and the Paying Agent for providing such information.

            The provisions of this Section 3.3(e) may be modified, added to or
eliminated, provided that there shall have been delivered to the Trustee, the
Paying Agent, the Certificate Registrar, the Master Servicer, the Operating
Adviser and the Depositor the following:

                  (A) written notification 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 qualify, downgrade
            or withdraw its then current rating of any Class of Certificates;
            and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Trustee, the Certificate Registrar and the Depositor, to the
            effect that such modification of, addition to or elimination of such
            provisions will not cause any of REMIC I, REMIC II or REMIC III to
            (x) cease to qualify as a REMIC or (y) be subject to an entity-level
            tax caused by the Transfer of any Residual Certificate to a Person
            which is not a Permitted Transferee, or cause a Person other than
            the prospective Transferee to be subject to a tax caused by the
            Transfer of a Residual Certificate to a Person which is not a
            Permitted Transferee.

            (f) None of the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Paying Agent or the Certificate Registrar shall have any
liability to the Trust arising from a transfer of any Certificate in reliance
upon a certification, ruling or Opinion of Counsel described in this Section
3.3; provided, however, that the Certificate Registrar shall not register the
transfer of a Residual Certificate if it has actual knowledge that the proposed
transferee does not meet the qualifications of a permitted Holder of a Residual
Certificate as set forth in Section 3.3(e); provided, further, that the
Certificate Registrar shall not register the transfer of a Noneconomic Residual
Interest if it shall have received notice that the Transferor has determined, as
a result of the investigation under Section 3.3(e)(D), that the proposed
Transferee has not paid its debts as they came due or that it will not pay its
debts as they come due in the future. The Certificate Registrar shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restriction on transfer or exchange of Certificates or any interest therein
imposed under this Article III or under applicable law other than to require
delivery of the certifications and/or opinions described in this Article III;
provided, however, that the Certificate Registrar shall not register the
transfer of a Residual Certificate if it has actual knowledge that the proposed
transferee does not meet the qualifications of a permitted Holder of a Residual
Certificate as set forth in Section 3.3(e). The Certificate Registrar shall have
no liability for transfers (including without limitation transfers made through
the book-entry facilities of the Depository or between or among Participants or
Certificate Owners) made in

                                      -79-
<PAGE>

violation of applicable restrictions, provided that the Certificate Registrar
has satisfied its duties expressly set forth in Sections 3.3(c), 3.3(d) and
3.3(e).

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

            (h) The Certificate Registrar shall provide the Master Servicer, the
Special Servicer and the Depositor, upon written request, with an updated copy
of the Certificate Register within a reasonable period of time following receipt
of such request.

            (i) Unless and until it is exchanged in whole for the individual
Certificates represented thereby, a Global Certificate representing all of the
Certificates of a [Class M]ay not be transferred, except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Clearing Agency or a nominee of such successor
Clearing Agency, and no such transfer to any such other Person may be
registered; provided that this subsection (i) shall not prohibit any transfer of
a Certificate of a Class that is issued in exchange for a Global Certificate of
the same Class pursuant to Section 3.9 below. Nothing in this subsection (i)
shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Certificate effected in accordance with the other provisions of this
Section 3.3.

            Section 3.4 Mutilated, Destroyed, Lost or Stolen Certificates. If
(A) 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 (B) except in the case of a
mutilated Certificate so surrendered, there is delivered to the Certificate
Registrar such security or indemnity as may be required by it to save it
harmless, then, in the absence of notice to 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 like tenor and interest in the Trust.
In connection with the issuance of any new Certificate under this Section 3.4,
the Certificate Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to
this Section 3.4 shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

            Section 3.5 Persons Deemed Owners. Prior to presentation of a
Certificate for registration of transfer, the Master Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Operating Adviser, the Paying Agent
and any agent of the Master Servicer, the Special Servicer, the Fiscal Agent,
the Paying Agent, the Trustee or the Operating Adviser may treat the Person in
whose name any Certificate is registered as of the related Record Date as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the Paying Agent,
the Operating Adviser nor any agent of

                                      -80-
<PAGE>

the Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the
Paying Agent or the Operating Adviser shall be affected by any notice to the
contrary.

            Section 3.6 Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders, a Certificateholder holding all
the Certificates of any Class of Certificates, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee, the Operating Adviser or the Depositor
(A) request in writing from the Certificate Registrar a list of the names and
addresses of Certificateholders and (B) in the case of a request by
Certificateholders, state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, the
Trustee or the Operating Adviser, as applicable, access during normal business
hours to a current list of the Certificateholders. The expense of providing any
such information requested by such Person shall be borne by the party requesting
such information and shall not be borne by the Certificate Registrar or the
Trustee. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Certificate Registrar and the Trustee shall not be held accountable by
reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which such
information was derived.

            Section 3.7 Book-Entry Certificates.

            (a) The [Class A-1], [Class A-2], [Class A-3], [Class A-4], [Class
X-1], [Class X-2], [Class B], [Class C], [Class D], [Class E], [Class F], [Class
G], [Class H], [Class J], [Class K], [Class L], [Class M] and [Class N]
Certificates, upon original issuance, each shall be issued in the form of one or
more Certificates representing the Book-Entry Certificates, to be delivered to
the Certificate Registrar, as custodian for The Depository Trust Company (the
"Depository"), the initial Clearing Agency, by, or on behalf of, the Depositor,
provided, that any Non-Investment Grade Certificates sold to Institutional
Accredited Investors who are not Qualified Institutional Buyers will be issued
as Definitive Certificates. The Certificates shall initially be registered on
the Certificate Register in the name of Cede & Co., the nominee of the
Depository, as the initial Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Certificates, except as provided in Section 3.9. Unless and until
Definitive Certificates have been issued to the Certificate Owners pursuant to
Section 3.9:

            (i) the provisions of this Section 3.7 shall be in full force and
      effect with respect to each such Class;

            (ii) the Depositor, the Master Servicer, the Paying Agent, the
      Certificate Registrar and the Trustee may deal with the Clearing Agency
      for all purposes (including the making of distributions on the
      Certificates) as the authorized representative of the Certificate Owners;

            (iii) to the extent that the provisions of this Section 3.7 conflict
      with any other provisions of this Agreement, the provisions of this
      Section 3.7 shall control with respect to each such Class; and

                                      -81-
<PAGE>

            (iv) the rights of the Certificate Owners of each such Class shall
      be exercised only through the Clearing Agency and the applicable
      Participants and shall be limited to those established by law and
      agreements between such Certificate Owners and the Clearing Agency and/or
      the Participants. Pursuant to the Depository Agreement, unless and until
      Certificates are issued pursuant to Section 3.9, the initial Clearing
      Agency will make book-entry transfers among the Participants and receive
      and transmit distributions of principal and interest on the related
      Certificates to such Participants.

            (b) For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of the
Certificates evidencing a specified percentage of the aggregate unpaid principal
amount of Certificates, such direction or consent may be given by the Clearing
Agency at the direction of Certificate Owners owning Certificates evidencing the
requisite percentage of principal amount of Certificates. The Clearing Agency
may take conflicting actions with respect to the Certificates to the extent that
such actions are taken on behalf of the Certificate Owners.

            (c) The Certificates of each Class (other than the Residual
Certificates) initially sold in reliance on Rule 144A or with respect to the
[Class A-1], [Class A-2], [Class A-3], [Class A-4], [Class B], [Class C], [Class
D], [Class E] and [Class F] Certificates sold to Institutional Accredited
Investors shall be represented by the Rule 144A-IAI Global Certificate for such
Class, which shall be deposited with the Certificate Registrar, as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository. The [Class G], [Class H], [Class J], [Class K], [Class L], [Class M]
and [Class N] Certificates initially sold to Institutional Accredited Investors
shall represented by IAI Definitive Certificates for such Class. The
Certificates evidenced by any Rule 144A-IAI Global Certificate or IAI Definitive
Certificate shall be subject to certain restrictions on transfer as set forth in
Section 3.3 hereof and shall bear legend(s) regarding such restrictions
described herein.

            (d) The Certificates of each Class (other than the Residual
Certificates) initially sold in offshore transactions in reliance on Regulation
S shall be represented by the Regulation S Temporary Global Certificate for such
Class, which shall be deposited with the Certificate Registrar, as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository. Not earlier than the Release Date, beneficial interests in any
Regulation S Temporary Global Certificate shall be exchangeable for beneficial
interests in the Regulation S Permanent Global Certificate for such Class.
Beneficial interests in any Regulation S Temporary Global Certificate may be
held only through Euroclear or Clearstream; provided, however, that such
interests may be exchanged for interests in the Rule 144A-IAI Global Certificate
for such Class in accordance with the certification requirements described in
Section 3.7(f). The Regulation S Permanent Global Certificates shall be
deposited with the Certificate Registrar, as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.

            On or prior to the Release Date and on or prior to any Distribution
Date occurring prior to the Release Date, each Certificate Owner of a Regulation
S Temporary Global Certificate that holds a beneficial interest therein on the
Release Date or on any such Distribution Date, as the case may be, must deliver
to Euroclear or Clearstream (as applicable) a Regulation S Certificate;
provided, however, that any Certificate Owner that holds a beneficial interest
in a

                                      -82-
<PAGE>

Regulation S Temporary Global Certificate on the Release Date or on any such
Distribution Date that has previously delivered a Regulation S Certificate to
Euroclear or Clearstream with respect to its interest therein does not need to
deliver any subsequent Regulation S Certificate (unless the certificate
previously delivered is no longer true as of such subsequent date, and such
Certificate Owner must promptly notify Euroclear or Clearstream, as applicable,
thereof). Euroclear or Clearstream, as applicable, shall be required to promptly
deliver to the Certificate Registrar a certificate substantially in the form of
Exhibit I hereto to the effect that it has received the requisite Regulation S
Certificates for each such Class, and no Certificate Owner (or transferee from
any such Certificate Owner) shall be entitled to receive an interest in the
Regulation S Permanent Global Certificate for such Class or any payment or
principal or interest with respect to its interest in such Regulation S
Temporary Global Certificate prior to the Certificate Registrar receiving such
certification from Euroclear or Clearstream with respect to the portion of the
Regulation S Temporary Global Certificate owned by such Certificate Owner (and,
with respect to an interest in the applicable Regulation S Permanent Global
Certificate, prior to the Release Date). After the Release Date, distributions
due with respect to any beneficial interest in a Regulation S Temporary Global
Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the related Regulation S Permanent Global
Certificate is improperly withheld or refused. No interest in a Regulation S
Global Certificate may be held by or transferred to a U.S. Person (as defined in
Regulation S) except for exchanges for a beneficial interest in the Rule
144A-IAI Global Certificate for such Class as described in Section 3.7(f).

            (e) Except in the limited circumstances described below in Section
3.9, owners of beneficial interests in Global Certificates shall not be entitled
to receive physical delivery of Definitive Certificates. The Certificates are
not issuable in bearer form. Upon the issuance of each Global Certificate, the
Depository or its custodian shall credit, on its internal system, the respective
principal amount of the individual beneficial interests represented by such
Global Certificate to the accounts of Persons who have accounts with such
Depository. Such accounts initially shall be designated by or on behalf of the
Underwriters and Placement Agents. Ownership of beneficial interests in a Global
Certificate shall be limited to Customers or Persons who hold interests directly
or indirectly through Customers. Ownership of beneficial interests in the Global
Certificates shall be shown on, and the transfer of that ownership shall be
effected only through, records maintained by the Depository or its nominee (with
respect to interests of Customers) and the records of Customers (with respect to
interests of Persons other than Customers).

            So long as the Depository, or its nominee, is the registered holder
of a Global Certificate, the Depository or such nominee, as the case may be,
shall be considered the sole owner and holder of the Certificates represented by
such Global Certificate for all purposes under this Agreement and the
Certificates, including, without limitation, obtaining consents and waivers
thereunder, and the Trustee, the Paying Agent and the Certificate Registrar
shall not be affected by any notice to the contrary. Except under the
circumstance described in Section 3.9, owners of beneficial interests in a
Global Certificate will not be entitled to have any portions of such Global
Certificate registered in their names, will not receive or be entitled to
receive physical delivery of Definitive Certificates in certificated form and
shall not be considered the owners or holders of the Global Certificate (or any
Certificates represented thereby) under this Agreement or the Certificates. In
addition, no Certificate Owner of an interest in a Global

                                      -83-
<PAGE>

Certificate shall be able to transfer that interest except in accordance with
the Depository's applicable procedures (in addition to those under this
Agreement and, if applicable, those of Euroclear and Clearstream).

            (f) Any holder of an interest in a Regulation S Global Certificate
shall have the right, upon prior written notice to the Certificate Registrar,
Euroclear or Clearstream, as applicable, and the Depository, in the form of an
Exchange Certification (substantially in the form of Exhibit H attached hereto),
to exchange all or a portion of such interest (in authorized denominations as
set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A-IAI
Global Certificate for such Class in connection with a transfer of its interest
therein to a transferee that is eligible to hold an interest in such Rule
144A-IAI Global Certificate as described herein; provided, however, that no
Exchange Certification shall be required if any such exchange occurs after the
Release Date. Any holder of an interest in the Rule 144A-IAI Global Certificate
shall have the right, upon prior written notice to the Certificate Registrar,
the Depository and Euroclear or Clearstream, as applicable, in the form of an
Exchange Certification, to exchange all or a portion of such interest (in
authorized denominations as set forth in Section 3.1(b)) for an equivalent
interest in the Regulation S Global Certificate for such Class in connection
with a transfer of its interest therein to a transferee that is eligible to hold
an interest in such Regulation S Global Certificate as described herein;
provided, however, that if such exchange occurs prior to the Release Date, the
transferee shall acquire an interest in a Regulation S Temporary Global
Certificate only and shall be subject to all of the restrictions associated
therewith described in Section 3.7(d). Following receipt of any Exchange
Certification or request for transfer, as applicable, by the Certificate
Registrar: (i) the Certificate Registrar shall endorse the schedule to any
Global Certificate representing the Certificate or Certificates being exchanged
to reduce the stated principal amount of such Global Certificate by the
denominations of the Certificate or Certificates for which such exchange is to
be made, and (ii) the Certificate Registrar shall endorse the schedule to any
Global Certificate representing the Certificate or Certificates for which such
exchange is to be made to increase the stated principal amount of such Global
Certificate by the denominations of the Certificate or Certificates being
exchanged therefor. The form of the Exchange Certification shall be available
from the Certificate Registrar.

            Section 3.8 Notices to Clearing Agency. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 3.9, the Paying Agent shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related Participants in accordance with its applicable
rules, regulations and procedures.

            Section 3.9 Definitive Certificates.

            (a) Definitive Certificates will be issued to the owners of
beneficial interests in a Global Certificate or their nominees if (i) the
Clearing Agency notifies the Depositor and the Certificate Registrar in writing
that the Clearing Agency is unwilling or unable to continue as depositary for
such Global Certificate and a qualifying successor depositary is not appointed
by the Depositor within 90 days thereof, (ii) the Trustee has instituted or
caused to be instituted or

                                      -84-
<PAGE>

has been directed to institute any judicial proceeding in a court to enforce the
rights of the Certificateholders under this Agreement and under such Global
Certificate and the Trustee has been advised by counsel that in connection with
such proceeding it is necessary or advisable for the Trustee or its custodian to
obtain possession of such Global Certificate, or (iii) after the occurrence of
an Event of Default, Certificate Owners representing a majority in aggregate
outstanding Certificate Balance of such Global Certificate advise the Clearing
Agency through the Participants in writing (and the Clearing Agency so advises
the Depositor, the Certificate Registrar and the Master Servicer in writing)
that the continuation in global form of the Certificates being evidenced by such
Global Certificate is no longer in their best interests; provided, that under no
circumstances will Definitive Certificates be issued to Certificate Owners of
the Regulation S Temporary Global Certificate. Upon notice of the occurrence of
any of the events described in the preceding sentence, the Certificate Registrar
shall notify the Clearing Agency and request the Clearing Agency to notify all
Certificate Owners, through the applicable Participants, of the occurrence of
the event and of the availability of Definitive Certificates to such Certificate
Owners requesting the same. Upon surrender to the Certificate Registrar of the
Global Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates. None of the Depositor, the Trustee, the
Paying Agent, the Certificate Registrar or the Fiscal Agent shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates, all references herein to obligations imposed upon or to
be performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Certificate Registrar, to the extent applicable with respect to
such Definitive Certificates, and the Certificate Registrar and the Trustee and
the Paying Agent shall recognize the Holders of Definitive Certificates as
Certificateholders hereunder.

            (b) Distributions of principal and interest on the Definitive
Certificates shall be made by the Paying Agent directly to holders of Definitive
Certificates in accordance with the procedures set forth in this Agreement.

                                   ARTICLE IV

                                    ADVANCES

            P&I Advances and Servicing Advances shall be made as provided herein
by the Master Servicer and, if the Master Servicer does not make such Advances,
by the Trustee, and if the Trustee does not make such Advances, by the Fiscal
Agent except to the extent that the Master Servicer, the Trustee or the Fiscal
Agent, as applicable, determines in accordance with Section 4.4 below, that any
such Advance would be a Nonrecoverable Advance.

            Section 4.1 P&I Advances by Master Servicer.

            (a) On or prior to the Advance Report Date, the Master Servicer
shall notify the Trustee and the Paying Agent if the P&I Advance Amount for such
Distribution Date is greater than zero, and the Master Servicer shall make a P&I
Advance in respect of each Mortgage Loan of such amount no later than the Master
Servicer Remittance Date. It is

                                      -85-
<PAGE>

understood that the obligation of the Master Servicer to make such P&I Advances
is mandatory and shall apply through any court appointed stay period or similar
payment delay resulting from any insolvency of the Mortgagor or related
bankruptcy, notwithstanding any other provision of this Agreement.
Notwithstanding the foregoing, the Master Servicer shall not be required to make
such P&I Advance, if the Master Servicer determines, in accordance with Section
4.4 below, that any such P&I Advance would be a Nonrecoverable Advance. Such
determination shall be conclusive and binding on the Trustee, the Fiscal Agent
and the Certificateholders. The Master Servicer, the Trustee and the Fiscal
Agent shall not make P&I Advances with respect to any B Note under this
Agreement. The Special Servicer shall not make P&I Advances under this
Agreement. If the Master Servicer fails to make a P&I Advance, it shall promptly
notify the Trustee and the Paying Agent of such failure.

            (b) If the Master Servicer determines that there is a P&I Advance
Amount for a Distribution Date, the Master Servicer shall on the Master Servicer
Remittance Date either (A) deposit in the Certificate Account an amount equal to
the P&I Advance Amount or (B) utilize funds in the Certificate Account being
held for future distributions or withdrawals to make such Advance. Any funds
being held in the Certificate Account for future distribution or withdrawal and
so used shall be replaced by the Master Servicer from its own funds by deposit
in the Certificate Account on or before any future Master Servicer Remittance
Date to the extent that funds in the Certificate Account on such Master Servicer
Remittance Date shall be less than payments to the Paying Agent or other Persons
required to be made on such date.

            Section 4.2 Servicing Advances. The Master Servicer and, if the
Master Servicer does not, the Trustee to the extent the Trustee receives written
notice from the Paying Agent that such Advance has not been made by the Master
Servicer, and if the Trustee does not, the Fiscal Agent (if the Fiscal Agent has
knowledge that such Advance is required to be made), shall make Servicing
Advances to the extent provided in this Agreement, except to the extent that the
Master Servicer, the Trustee or the Fiscal Agent, as applicable, determines in
accordance with Section 4.4 below, that any such Advance would be a
Nonrecoverable Advance. Such determination by the Master Servicer shall be
conclusive and binding on the Trustee, the Fiscal Agent and the
Certificateholders and, in the case of any B Note, the holder of the B Note. The
Special Servicer shall not be required to make Servicing Advances under this
Agreement. Promptly after discovering that the Master Servicer has failed to
make a Servicing Advance that the Master Servicer is required to make hereunder,
the Paying Agent shall promptly notify the Trustee in writing of the failure by
the Master Servicer to make such Servicing Advance.

            Section 4.3 Advances by the Trustee and the Fiscal Agent.

            (a) To the extent that the Master Servicer fails to make a P&I
Advance by the Master Servicer Remittance Date (other than a P&I Advance that
the Master Servicer determines is a Nonrecoverable Advance), the Trustee shall
make such P&I Advance to the extent the Trustee receives written notice from the
Paying Agent not later than 10:00 a.m. (New York City time) on the Distribution
Date that such Advance has not been made by the Master Servicer on the Master
Servicer Remittance Date unless the Trustee determines that such P&I Advance, if
made, would be a Nonrecoverable Advance. To the extent that the Trustee fails to
make a P&I Advance required to be made by the Trustee hereunder on the
Distribution Date (other than a P&I Advance that the Master Servicer or the
Trustee determines is a Nonrecoverable Advance),

                                      -86-
<PAGE>

the Fiscal Agent will advance such P&I Advance unless the Fiscal Agent
determines that any such P&I Advance, if made, would be a Nonrecoverable
Advance. To the extent that the Fiscal Agent is required hereunder to make P&I
Advances on the Mortgage Loans, it shall deposit the amount thereof in the
Distribution Account by 1:00 p.m. (New York City time) on each such Distribution
Date. The Paying Agent shall notify the Trustee in writing as soon as
practicable, but not later than 10:00 a.m. (New York City time) on the
Distribution Date if the Master Servicer has failed to make a P&I Advance.

            (b) To the extent that the Master Servicer fails to make a Servicing
Advance by the date such Servicing Advance is required to be made (other than a
Servicing Advance that the Master Servicer determines is a Nonrecoverable
Advance), and a Responsible Officer of the Trustee receives notice thereof, the
Trustee shall make such Servicing Advance promptly, but in any event, not later
than five Business Days after notice thereof in accordance with Section 4.2,
unless the Trustee determines that such Servicing Advance, if made, would be a
Nonrecoverable Advance.

            (c) To the extent that the Trustee fails to make a Servicing Advance
required to be made by the Trustee hereunder by the later of (i) the date such
Servicing Advance is required to be made and (ii) five Business Days after the
date the Trustee has received notice pursuant to subsection (b) above, that such
Servicing Advance has not been made by the Master Servicer (other than a
Servicing Advance that the Master Servicer or the Trustee has determined to be a
Nonrecoverable Advance), the Fiscal Agent will advance such Servicing Advance,
unless the Fiscal Agent determines that such Servicing Advance, if made, would
be a Nonrecoverable Advance.

            The initial Trustee's failure to make any Advance required to be
made by it hereunder shall not constitute a default by the initial Trustee
hereunder if the initial Fiscal Agent makes such Advance at or before the time
when the Trustee was required to make such Advance.

            Section 4.4 Evidence of Nonrecoverability. If the Master Servicer
determines at any time, in its sole discretion, exercised in good faith, that
any Advance previously made or proposed Advance, if made, would constitute a
Nonrecoverable Advance, such determination shall be evidenced by an Officer's
Certificate delivered to the Trustee, the Paying Agent, the Special Servicer,
the Operating Adviser and the Rating Agencies by the Business Day prior to the
Distribution Date. Such Officer's Certificate shall set forth the reasons for
such determination of nonrecoverability, together with, to the extent such
information, report or document is in the Master Servicer's possession, any
related financial information such as related income and expense statements,
rent rolls, occupancy status, property inspections and any Appraisals performed
within the last 12 months on the Mortgaged Property, and, if such reports are
used by the Master Servicer to determine that any P&I Advance or Servicing
Advance, as applicable, would be a Nonrecoverable Advance, any engineers'
reports, environmental surveys, internal final valuations or other information
relevant thereto which support such determination. If the Trustee or the Fiscal
Agent, as applicable, determines at any time that any portion of an Advance
previously made or a portion of a proposed Advance that the Trustee or the
Fiscal Agent, as applicable, is required to make pursuant to this Agreement, if
made, would constitute a Nonrecoverable Advance, such determination shall be
evidenced by an Officer's Certificate of a Responsible Officer of the Trustee or
the Fiscal Agent, as applicable, delivered to the Depositor,

                                      -87-
<PAGE>

the Master Servicer, the Special Servicer, the Paying Agent and the Operating
Adviser similar to the Officer's Certificate of the Master Servicer described in
the prior sentence. The Trustee and the Fiscal Agent shall not be required to
make an Advance that the Master Servicer has previously determined to be a
Nonrecoverable Advance. Notwithstanding any other provision of this Agreement,
none of the Master Servicer, the Trustee or the Fiscal Agent shall be obligated
to, nor shall it, make any Advance or make any payment that is designated in
this Agreement to be an Advance, if it determines in its good faith judgment
that such Advance or such payment (including interest accrued thereon at the
Advance Rate) would be a Nonrecoverable Advance. The Master Servicer's
determination in accordance with the above provisions shall be conclusive and
binding on the Trustee, the Fiscal Agent, the Paying Agent and the
Certificateholders.

            Section 4.5 Interest on Advances; Calculation of Outstanding
Advances with Respect to a Mortgage Loan. Any unreimbursed Advance funded from
the Master Servicer's, the Trustee's or the Fiscal Agent's own funds shall
accrue interest on a daily basis, at a per annum rate equal to the Advance Rate,
from and including the date such Advance was made to but not including the date
on which such Advance has been reimbursed; provided, however, that neither the
Master Servicer nor any other party shall be entitled to interest accrued on the
amount of any P&I Advance with respect to any Mortgage Loan for the period
commencing on the date of such P&I Advance and ending on the day on which the
grace period applicable to the related Mortgagor's obligation to make the
related Scheduled Payment expires pursuant to the related Mortgage Loan
documents. For purposes of determining whether a P&I Advance is outstanding,
amounts collected with respect to a particular Mortgage Loan or REO Property and
treated as collections of principal or interest shall be applied first to
reimburse the earliest P&I Advance and then each succeeding P&I Advance to the
extent not inconsistent with Section 4.6. The Master Servicer shall use efforts
consistent with the Servicing Standard to collect (but shall have no further
obligation to collect), with respect to the Mortgage Loans that are not
Specially Serviced Mortgage Loans, Late Fees and default interest from the
Mortgagor in an amount sufficient to pay Advance Interest. The Master Servicer
shall be entitled to retain Late Fees and default interest paid by any Mortgagor
during a Collection Period with respect to any Mortgage Loan (other than a
Specially Serviced Mortgage Loan, as to which the Special Servicer shall retain
Late Fees and default interest with respect to such Specially Serviced Mortgage
Loan, subject to the offsets set forth below) as additional servicing
compensation only to the extent such Late Fees and default interest exceed
Advance Interest on a "pool basis" for all Mortgage Loans other than Specially
Serviced Mortgaged Loans. The Special Servicer, with respect to any Specially
Serviced Mortgage Loan, shall (i) pay from any Late Fees and default interest
collected from such Specially Serviced Mortgage Loan (a) any outstanding and
unpaid Advance Interest to the Master Servicer, the Trustee or the Fiscal Agent,
as applicable and (b) to the Trust, any losses previously incurred by the Trust
with respect to such Specially Serviced Mortgage Loan and (ii) retain any
remaining portion of such Late Fees and default interest as additional Special
Servicer Compensation.

            Section 4.6 Reimbursement of Advances and Advance Interest.

            (a) Advances made with respect to each Mortgage Loan or B Note or
Specially Serviced Mortgage Loan or REO Property (including Advances later
determined to be Nonrecoverable Advances) and Advance Interest thereon shall be
reimbursed to the extent of the amounts identified to be applied therefor in
Section 5.2. The aggregate of the amounts available

                                      -88-
<PAGE>

to repay Advances and Advance Interest thereon pursuant to Section 5.2 collected
in any Collection Period with respect to Mortgage Loans or any B Note or
Specially Serviced Mortgage Loans or REO Property shall be an "Available Advance
Reimbursement Amount."

            (b) To the extent that Advances have been made on the Mortgage
Loans, any B Note, any Specially Serviced Mortgage Loans or any REO Mortgage
Loans, the Available Advance Reimbursement Amount with respect to any
Determination Date shall be applied to reimburse (i) the Fiscal Agent for any
Advances outstanding to the Fiscal Agent with respect to any of such Mortgage
Loans, B Note, Specially Serviced Mortgage Loans or REO Mortgage Loans, plus any
Advance Interest owed to the Fiscal Agent with respect to such Advances and then
(ii) the Trustee for any Advances outstanding to the Trustee with respect to any
of such Mortgage Loans, B Note, Specially Serviced Mortgage Loans or REO
Mortgage Loans, plus any Advance Interest owed to the Trustee with respect to
such Advances and then (iii) the Master Servicer for any Advances outstanding to
the Master Servicer with respect to any of such Mortgage Loans, B Note,
Specially Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance
Interest owed to the Master Servicer with respect to such Advances. To the
extent that any Advance Interest payable to the Master Servicer, the Trustee or
the Fiscal Agent with respect to a Specially Serviced Mortgage Loan or REO
Mortgage Loan cannot be recovered from the related Mortgagor, the amount of such
Advance Interest shall be payable to the Fiscal Agent, the Trustee or the Master
Servicer, as the case may be, from amounts on deposit in the Certificate Account
(or sub-account thereof) or the Distribution Account pursuant to Section 5.2(a)
or Section 5.3(b)(ii). The Master Servicer's, the Fiscal Agent's and the
Trustee's right of reimbursement under this Agreement for Advances shall be
prior to the rights of the Certificateholders to receive any amounts recovered
with respect to such Mortgage Loans or REO Mortgage Loans.

            (c) Advance Interest will be paid to the Fiscal Agent, the Trustee
and/or the Master Servicer (in accordance with the priorities specified in the
preceding paragraph) first, from Late Fees and default interest collected from
the Mortgage Loans during the Collection Period during which the related Advance
is reimbursed, and then from Excess Liquidation Proceeds then available prior to
payment from any other amounts. Late Fees and default interest will be applied
on a "pool basis" for non-Specially Serviced Mortgage Loans and on a
"loan-by-loan basis" (under which Late Fees and default interest will be offset
against the Advance Interest arising only from that particular Specially
Serviced Mortgage Loan) for Specially Serviced Mortgage Loans, as the case may
be, to the payment of Advance Interest on all Advances on such non-Specially
Serviced Mortgage Loans or such Specially Serviced Mortgage Loans, as the case
may be, then being reimbursed.

            (d) Amounts applied to reimburse Advances shall first be applied to
reduce Advance Interest thereon that was not paid from amounts specified in the
preceding paragraph (c) and then to reduce the outstanding amount of such
Advances.

            (e) To the extent that the Special Servicer incurs out-of-pocket
expenses, in accordance with the Servicing Standard, in connection with
servicing Specially Serviced Mortgage Loans, the Master Servicer shall reimburse
the Special Servicer for such expenditures within 30 days after receiving an
invoice and a report from the Special Servicer, subject to Section 4.4. With
respect to each Collection Period, the Special Servicer shall deliver such

                                      -89-
<PAGE>

invoice and report to the Master Servicer by the following Determination Date.
All such amounts reimbursed by the Master Servicer shall be a Servicing Advance.
In the event that the Master Servicer fails to reimburse the Special Servicer
hereunder or the Master Servicer determines that such Servicing Advance was or,
if made, would be a Nonrecoverable Advance and the Master Servicer does not make
such payment, the Special Servicer shall notify the Master Servicer and the
Paying Agent in writing of such nonpayment and the amount payable to the Special
Servicer and shall be entitled to receive reimbursement from the Trust as an
Additional Trust Expense. The Master Servicer, the Paying Agent and the Trustee
shall have no obligation to verify the amount payable to the Special Servicer
pursuant to this Section 4.6(e) and circumstances surrounding the notice
delivered by the Special Servicer pursuant to this Section 4.6(e).

            Section 4.7 Fiscal Agent Termination Event. "Fiscal Agent
Termination Event," wherever used herein, means any one of the following events:

            (i) Any failure by the Fiscal Agent to remit to the Paying Agent
      when due any required Advances; or

            (ii) 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,
      marshalling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Fiscal Agent and such decree or order shall have remained in force
      undischarged or unstayed for a period of 60 days; or

            (iii) The Fiscal Agent shall consent to the appointment of a
      conservator, receiver, liquidator, trustee or similar official in any
      bankruptcy, insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings or relating to the Fiscal Agent or
      relating to all or substantially all of its property; or

            (iv) The Fiscal Agent 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

            (v) The long-term unsecured debt of the Fiscal Agent is rated below
      "___" by ___ or "___" by ______; or

            (vi) With respect to the initial Fiscal Agent,
      ________________________________ resigns or is removed pursuant to Section
      7.6 hereof.

            Section 4.8 Procedure Upon Termination Event.

                                      -90-
<PAGE>

            (a) On the date specified in a written notice of termination given
to the Fiscal Agent pursuant to Section 7.6(c), all authority, power and rights
of the Fiscal Agent under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall terminate and a successor Fiscal Agent, if necessary,
shall be appointed by the Trustee, with the consent of the Depositor; provided
that the successor Fiscal Agent meets the eligibility requirements set forth in
Section 7.5. The Fiscal Agent agrees to cooperate with the Trustee in effecting
the termination of the Fiscal Agent's responsibilities and rights hereunder as
Fiscal Agent.

            (b) Notwithstanding the termination of its activities as Fiscal
Agent, the terminated Fiscal Agent shall continue to be entitled to
reimbursement to the extent provided in Section 4.6 but only to the extent such
reimbursement relates to the period up to and including the date on which the
Fiscal Agent's termination is effective. The Fiscal Agent shall be reimbursed
for all amounts owed to it hereunder on or prior to the effective date of its
termination from amounts on deposit in the Certificate Account.

            Section 4.9 Merger or Consolidation of Fiscal Agent. Any Person into
which the Fiscal Agent may be merged or consolidated, or any Person resulting
from any merger, conversion, other change in form or consolidation to which the
Fiscal Agent shall be a party, or any Person succeeding to the business of the
Fiscal Agent, shall be the successor of the Fiscal Agent 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 that
(i) the successor to the Fiscal Agent or resulting Person shall have a net worth
of not less than $___________, (ii) such successor or resulting Person shall be
satisfactory to the Trustee, (iii) such successor or resulting Person shall
execute and deliver to the Trustee an agreement, in form and substance
satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by the Fiscal Agent under this Agreement from and after
the date of such agreement, (iv) the successor or surviving entity meets the
eligibility requirements set forth in Section 7.5, and (v) the Fiscal Agent
shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel
acceptable to the Trustee (which opinion shall be at the expense of the Fiscal
Agent) stating that all conditions precedent to such action under this Section
4.9 have been completed and such action is permitted by and complies with the
terms of this Section 4.9.

            Section 4.10 Limitation on Liability of the Fiscal Agent and Others.
Neither the Fiscal Agent nor any of the directors, officers, employees, agents
or Controlling Persons of the Fiscal Agent shall be under any liability to the
Certificateholders, the Depositor or the Trustee for any action taken or for
refraining from the taking of any action in good faith, and using reasonable
business judgment pursuant to this Agreement, or for errors in judgment;
provided that this provision shall not protect the Fiscal Agent or any such
Person against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in its performance of duties under
this Agreement. The Fiscal Agent and any director, officer, employee or agent of
the Fiscal Agent may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Fiscal Agent shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its obligations
under this Agreement. In such event, all legal expenses and costs of such action
shall be expenses and costs of the Trust, and the Fiscal Agent shall be entitled
to be reimbursed therefor as Servicing Advances as provided by

                                      -91-
<PAGE>

this Agreement. The provisions of this Section 4.10 shall survive the
resignation or removal of the Fiscal Agent and the termination of this
Agreement.

            Section 4.11 Indemnification of Fiscal Agent. The Fiscal Agent and
each of its directors, officers, employees, agents and Controlling Persons shall
be indemnified by the Trust and held harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with
any legal action relating to this Agreement other than any loss, liability or
expense incurred by reason of the Fiscal Agent's willful misfeasance, bad faith
or negligence in the performance of duties hereunder. The Depositor shall
indemnify and hold harmless the Fiscal Agent, its directors, officers,
employees, agents and Controlling Persons from and against any loss, claim,
damage or liability, joint or several, and any action in respect thereof, to
which the Fiscal Agent, its directors, officers, employees, agents or
Controlling Person may become subject under the 1933 Act, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Private Placement Memorandum, Preliminary Prospectus Supplement, Final
Prospectus Supplement or Prospectus or arises out of, or is based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse the
Fiscal Agent, its directors, officers, employees, agents or Controlling Person
for any legal and other expenses reasonably incurred by the Fiscal Agent or any
such director, officer, employee, agent or Controlling Person in investigating
or defending or preparing to defend against any such loss, claim, damage,
liability or action. The Fiscal Agent shall immediately notify the Depositor,
the Sellers, the Paying Agent, the Special Servicer, the Master Servicer and the
Trustee if a claim is made by a third party with respect to this Section 4.11
entitling the Fiscal Agent, its directors, officers, employees, agents or
Controlling Person to indemnification hereunder, whereupon the Depositor shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Fiscal Agent) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to
so notify the Depositor shall not affect any rights the Fiscal Agent, its
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 4.11, unless the Depositor's defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Fiscal Agent.

                                   ARTICLE V

                           ADMINISTRATION OF THE TRUST

            Section 5.1 Collections.

            (a) On or prior to the Closing Date, the Master Servicer shall open,
or cause to be opened, and shall thereafter maintain, or cause to be maintained,
a separate account or accounts, which accounts must be Eligible Accounts, in the
name of "_________________________________________, as Master Servicer for
________________________________, as Trustee for the Holders of Bear Stearns
Commercial

                                      -92-
<PAGE>

Mortgage Securities II Inc., Commercial Mortgage Pass-Through Certificates,
Series 200_-___" (the "Certificate Account"). On or prior to the Closing Date,
the Master Servicer shall open, or cause to be opened, and shall maintain, or
cause to be maintained an additional separate account or accounts in the name of
"______________________________________, as Master Servicer for
________________________________, as Trustee for the Holders of Bear Stearns
Commercial Mortgage Securities II Inc., Commercial Mortgage Pass-Through
Certificates, Series 200_-___" (the "Interest Reserve Account").

            (b) On or prior to the date the Master Servicer shall first deposit
funds in a Certificate Account or the Interest Reserve Account, as the case may
be, the Master Servicer shall give to the Paying Agent and the Trustee prior
written notice of the name and address of the depository institution(s) at which
such accounts are maintained and the account number of such accounts. The Master
Servicer shall take such actions as are necessary to cause the depository
institution holding the Certificate Account and the Interest Reserve Account to
hold such account in the name of the Master Servicer as provided in Section
5.1(a), subject to the Master Servicer's (or its Sub-Servicer's) right to direct
payments and investments and its rights of withdrawal under this Agreement.

            (c) The Master Servicer shall deposit, or cause to be deposited,
into the Certificate Account on the Business Day following receipt (or, in the
case of an inadvertent failure to make such deposit on the Business Day
following receipt, within 3 Business Days of discovery of such failure and in
the case of unscheduled remittances of principal or interest, on the Business
Day following identification of the proper application of such amounts), the
following amounts received by it (including amounts remitted to the Master
Servicer by the Special Servicer from an REO Account pursuant to Section 9.14),
other than in respect of interest and principal on the Mortgage Loans or any B
Note due on or before the Cut-Off Date which shall be remitted to the Depositor
(provided that the Master Servicer (I) may retain amounts otherwise payable to
the Master Servicer as provided in Section 5.2(a) rather than deposit them into
the Certificate Account, (II) shall, rather than deposit them in the Certificate
Account, directly remit to the Primary Servicers the applicable Primary
Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained
by the applicable Primary Servicer), and (III) shall, rather than deposit them
in the Certificate Account, directly remit the Excess Servicing Fees to the
holders thereof as provided in Section 5.2(a)(iv))(unless already retained by
the applicable holder of the excess servicing rights)):

                  (A) Principal: all payments on account of principal, including
            Principal Prepayments, the principal component of Scheduled
            Payments, and any Late Collections in respect thereof, on the
            Mortgage Loans and any B Note;

                  (B) Interest: subject to subsection (d) hereof, all payments
            on account of interest on the Mortgage Loans and the B Note (minus
            any portion of any such payment that is allocable to the period
            prior to the Cut-Off Date which shall be remitted to the Depositor
            and excluding Interest Reserve Amounts to be deposited in the
            Interest Reserve Account pursuant to Section 5.1(d) below);

                  (C) Liquidation Proceeds: all Liquidation Proceeds with
            respect to the Mortgage Loans and any B Note;

                                      -93-
<PAGE>

                  (D) Insurance Proceeds: all Insurance Proceeds other than
            proceeds to be applied to the restoration or repair of the property
            subject to the related Mortgage or released to the related Mortgagor
            in accordance with the Servicing Standard, which proceeds shall be
            deposited by the Master Servicer into an Escrow Account and not
            deposited in the Certificate Account;

                  (E) Condemnation Proceeds: all Condemnation Proceeds other
            than proceeds to be applied to the restoration or repair of the
            property subject to the related Mortgage or released to the related
            Mortgagor in accordance with the Servicing Standard, which proceeds
            shall be deposited by the Master Servicer into an Escrow Account and
            not deposited in the Certificate Account;

                  (F) REO Income: all REO Income received from the Special
            Servicer;

                  (G) Investment Losses: any amounts required to be deposited by
            the Master Servicer pursuant to Section 5.1(e) in connection with
            losses realized on Eligible Investments with respect to funds held
            in the Certificate Account and amounts required to be deposited by
            the Special Servicer pursuant to Section 9.14(b) in connection with
            losses realized on Eligible Investments with respect to funds held
            in the REO Account;

                  (H) Advances: all P&I Advances unless made directly to the
            Distribution Account; and

                  (I) Other: all other amounts, including Prepayment Premiums,
            required to deposited in the Certificate Account pursuant to this
            Agreement, including Purchase Proceeds of any Mortgage Loans
            repurchased by a Seller or substitution shortfall amounts (as
            described in the fifth paragraph of Section 2.3(a)) paid by a Seller
            in connection with the substitution of any Qualifying Substitute
            Mortgage Loans, and with respect to any B Note, all other amounts
            received pursuant to the cure and purchase rights set forth in the
            applicable Intercreditor Agreement.

            With respect to any A/B Mortgage Loan, the Master Servicer shall
establish and maintain one or more sub-accounts of the Certificate Account
(each, an "A/B Loan Custodial Account") into which the Master Servicer shall
deposit any amounts described above that are required to be paid to the holder
of the related B Note pursuant to the terms of the related Intercreditor
Agreement, in each case on the same day as the deposit thereof into the
Certificate Account. Any A/B Loan Custodial Account shall be held in trust for
the benefit of the holder of the related B Note and shall not be part of any
REMIC Pool.

            Remittances from any REO Account to the Master Servicer for deposit
in the Certificate Account shall be made by the Special Servicer no later than
the Special Servicer Remittance Date.

            (d) The Master Servicer, with respect to each Distribution Date
occurring in ______ (other than in any leap year) and ______ of each year, shall
deposit in the Interest Reserve Account in respect of each Interest Reserve
Loan, an amount equal to one day's interest

                                      -94-
<PAGE>

at the related REMIC I Net Mortgage Rate on the Scheduled Principal Balance of
such Mortgage Loan as of the Due Date in the month in which such Distribution
Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in
respect thereof for such Due Date (all amounts so deposited in any consecutive
______ and ______ in respect of each Interest Reserve Loan, the "Interest
Reserve Amount"). For purposes of determining amounts to be deposited into the
Interest Reserve Account, the REMIC I Net Mortgage Rate used in this calculation
for those months will be calculated without regard to any adjustment for
Interest Reserve Amounts or the interest accrual basis as described in the
proviso to the definition of "REMIC I Net Mortgage Rate."

            (e) Funds in the Certificate Account (including any A/B Loan
Custodial Accounts) and Interest Reserve Account may be invested and, if
invested, shall be invested by, and at the risk of, the Master Servicer in
Eligible Investments selected by the Master Servicer which shall mature, unless
payable on demand, not later than the Business Day immediately preceding the
next Master Servicer Remittance Date, and any such Eligible Investment shall not
be sold or disposed of prior to its maturity unless payable on demand. All such
Eligible Investments shall be made in the name of
"________________________________, as Trustee for the Holders of the Bear
Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage Pass-Through
Certificates, Series 200_-___ and the holder of any related B Note as their
interests may appear." None of the Depositor, the Mortgagors, the Paying Agent
or the Trustee shall be liable for any loss incurred on such Eligible
Investments.

            An amount equal to all income and gain realized from any such
investment shall be paid to the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal at any time from time to
time. The amount of any losses incurred in respect of any such investments shall
be for the account of the Master Servicer which shall deposit the amount of such
loss (to the extent not offset by income from other investments) in the
Certificate Account (and, solely to the extent that the loss is of an amount
credited to an A/B Loan Custodial Account, deposit to the related A/B Loan
Custodial Account) or Interest Reserve Account, as the case may be, out of its
own funds immediately as realized. If the Master Servicer deposits in or
transfers to any Certificate Account, any A/B Loan Custodial Account or Interest
Reserve Account, as the case may be, any amount not required to be deposited
therein or transferred thereto, it may at any time withdraw such amount or
retransfer such amount from the Certificate Account, such A/B Loan Custodial
Account or Interest Reserve Account, as the case may be, any provision herein to
the contrary notwithstanding.

            (f) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment, or
if a default occurs in any other performance required under any Eligible
Investment, the Paying Agent on behalf of and at the direction of the Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings; provided, however, that if the Master Servicer shall have deposited
in the Certificate Account, A/B Loan Custodial Account and Interest Reserve
Account an amount equal to all amounts due under any such Eligible Investment
(net of anticipated income or earnings thereon that would have been payable to
the Master Servicer as additional servicing compensation) the Master Servicer
shall have the sole right to enforce such payment or performance.

                                      -95-
<PAGE>

            (g) Certain of the Mortgage Loans may provide for payment by the
Mortgagor to the Master Servicer of amounts to be used for payment of Escrow
Amounts for the account of the Mortgagor. The Master Servicer shall deal with
these amounts in accordance with the Servicing Standard, the terms of the
related Mortgage Loans and Section 8.3(e) hereof, and the Primary Servicers will
be entitled to hold any Escrow Accounts relating to the Mortgage Loans that they
service in accordance with the requirements set forth in Section 8.3(e). Within
20 days following the first anniversary of the Closing Date, the Master Servicer
shall deliver to the Trustee, the Paying Agent and the Operating Adviser, for
each Mortgage Loan set forth on Schedule VII hereto, a brief statement as to the
status of the work or project based on the most recent information provided by
the Mortgagor. Schedule VII sets forth those Mortgage Loans as to which an
upfront reserve was collected at closing in an amount in excess of $______ with
respect to specific immediate engineering work, completion of additional
construction, environmental remediation or similar one-time projects (but not
with respect to escrow accounts maintained for ongoing obligations, such as real
estate taxes, insurance premiums, ongoing property maintenance, replacements and
capital improvements or debt service). If the work or project is not complete in
accordance with the requirements of the escrow, the Master Servicer and the
Special Servicer (which shall itself consult with the Operating Adviser) will
consult with each other as to whether there exists a material default under the
underlying Mortgage Loan documents.

            (h) In the case of the Mortgage Loans set forth on Schedule XI, as
to which the Scheduled Payment is due in a calendar month on a Due Date
(including any grace period) that may occur after the end of the Collection
Period ending in such calendar month, the Master Servicer shall, unless the
Scheduled Payment is received before the end of such Collection Period, make a
P&I Advance by deposit to the Certificate Account on the Master Servicer
Remittance Date in an amount equal to the "Scheduled Payment," and for purposes
of the definition of "Available Distribution Amount" and "Principal Distribution
Amount," such Scheduled Payment shall be deemed to have been received in such
Collection Period.

            Section 5.2 Application of Funds in the Certificate Account and
Interest Reserve Account.

            (a) The Master Servicer shall, from time to time, make withdrawals
from the Certificate Account and remit them by wire transfer prior to 2:00 p.m.,
New York City time, on the related Master Servicer Remittance Date in
immediately available funds to the account specified in this Section or
otherwise (w) to such account as it shall determine from time to time of amounts
payable to the Master Servicer from the Certificate Account (and, insofar as
they relate to a B Note, from the related A/B Loan Custodial Account) pursuant
to clauses (i), (ii), (iii), (iv), (vi), (viii) and (ix) below; (x) to the
account specified in writing by the Paying Agent from time to time of amounts
payable to the Paying Agent and the Trustee from the Certificate Account (and,
insofar as they relate to a B Note, from the related A/B Loan Custodial Account)
pursuant to clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii) below; and
(y) to the Special Servicer from time to time of amounts payable to the Special
Servicer from such Certificate Account (and, insofar as they relate to a B Note,
from the related A/B Loan Custodial Account) pursuant to clauses (i), (iv),
(vi), (vii) and (ix) below of the following amounts, from the amounts specified
for the following purposes:

                                      -96-
<PAGE>

            (i) Fees: the Master Servicer shall pay (A) to itself Late Fees (in
      excess of amounts used to pay Advance Interest) relating to Mortgage Loans
      or B Notes which are not Specially Serviced Mortgage Loans, Modification
      Fees relating to Mortgage Loans or B Notes which are not Specially
      Serviced Mortgage Loans as provided in Section 8.18, __% of any assumption
      fees payable under Section 8.7(a) or 8.7(b), ___% of any extension fees
      payable under Section 8.10 or other fees payable to the Master Servicer
      hereunder and (B) directly to the Special Servicer, __% of any assumption
      fees as provided in Section 8.7(a), __% of any assumption fees as provided
      in Section 8.7(b), all assumption fees relating to Specially Serviced
      Mortgage Loans and Late Fees (in excess of Advance Interest which the
      Master Servicer shall retain), Modification Fees and other fees collected
      on Specially Serviced Mortgage Loans, in each case to the extent provided
      for herein from funds paid by the applicable Mortgagor, and Late Fees
      collected on Specially Serviced Mortgage Loans to the extent the Special
      Servicer is entitled to such Late Fees under Section 4.5;

            (ii) Servicing Advances (including amounts later determined to be
      Nonrecoverable Advances): to reimburse or pay to the Master Servicer, the
      Trustee and the Fiscal Agent, pursuant to Section 4.6, (x) prior to a
      Final Recovery Determination or determination in accordance with Section
      4.4 that any Advance is a Nonrecoverable Advance, Servicing Advances on
      the related Mortgage Loan and any B Note from payments made by the related
      Mortgagor of the amounts to which a Servicing Advance relates or from REO
      Income from the related REO Property or from Liquidation Proceeds,
      Condemnation Proceeds, Insurance Proceeds or Purchase Proceeds and, to the
      extent that a Servicing Advance has been or is being reimbursed, any
      related Advance Interest thereon first, from Late Fees and default
      interest collected during the Collection Period during which such Advance
      is reimbursed, and then from Excess Liquidation Proceeds then available
      and then from any other amounts on deposit in the Certificate Account;
      provided that, Late Fees and default interest will be applied on a "pool
      basis" for non-Specially Serviced Mortgage Loans (and any B Note) and on a
      "loan-by-loan basis" (under which Late Fees and default interest will be
      offset against the Advance Interest arising only from the particular
      Specially Serviced Mortgage Loan) for Specially Serviced Mortgage Loans,
      as the case may be, to the payment of Advance Interest on all Advances on
      such non-Specially Serviced Mortgage Loans (and any B Note) or such
      Specially Serviced Mortgage Loans, as the case may be, then being
      reimbursed or (y) after a Final Recovery Determination or determination
      that any Servicing Advance on the related Mortgage Loan or any B Note is a
      Nonrecoverable Advance, any Servicing Advances made on the related
      Mortgage Loan, B Note or REO Property from any funds on deposit in the
      Certificate Account (regardless of whether such amount was recovered from
      the applicable Mortgage Loan or REO Property) and pay Advance Interest
      thereon first, from Late Fees and default interest collected during the
      Collection Period during which such Advance is reimbursed (applying such
      Late Fees and default interest on a "pool basis" for all non-Specially
      Serviced Mortgage Loans (and any B Note) and on a "loan-by-loan basis", as
      described above, for all Specially Serviced Mortgage Loans, as the case
      may be, to the payment of Advance Interest on all Advances on such
      non-Specially Serviced Mortgage Loans (and any B Note) or such Specially
      Serviced Mortgage Loans, as the case may be, then being reimbursed), then
      from Excess

                                      -97-
<PAGE>

      Liquidation Proceeds then available and then from any other amounts on
      deposit in the Certificate Account;

            (iii) P&I Advances (including amounts later to be determined to be
      Nonrecoverable Advances): to reimburse or pay to the Master Servicer, the
      Trustee and the Fiscal Agent, pursuant to Section 4.6, (x) if prior to a
      Final Recovery Determination or determination that any Advance is a
      Nonrecoverable Advance, any P&I Advances from Late Collections made by the
      Mortgagor of the amounts to which a P&I Advance relates, or REO Income
      from the related REO Property or from Liquidation Proceeds, Condemnation
      Proceeds, Insurance Proceeds or Purchase Proceeds and, to the extent that
      a P&I Advance has been or is being reimbursed, any related Advance
      Interest thereon, first, from Late Fees and default interest collected
      during the Collection Period during which such Advance is reimbursed, and
      then from Excess Liquidation Proceeds then available and then from any
      other amounts on deposit in the Certificate Account; provided that, Late
      Fees and default interest will be applied on a "pool basis" for
      non-Specially Serviced Mortgage Loans and on a "loan-by-loan basis" (under
      which Late Fees and default interest will be offset against the Advance
      Interest arising only from the particular Specially Serviced Mortgage
      Loan) for Specially Serviced Mortgage Loans or (y) if after a Final
      Recovery Determination or determination in accordance with Section 4.4
      that any P&I Advance on the related Mortgage Loan is a Nonrecoverable
      Advance, for any Mortgage Loan, any P&I Advances made on the related
      Mortgage Loan or REO Property from any funds on deposit in the Certificate
      Account (regardless of whether such amount was recovered from the
      applicable Mortgage Loan or REO Property) and any Advance Interest
      thereon, first, from Late Fees and default interest collected during the
      Collection Period during which such Advance is reimbursed (applying such
      Late Fees and default interest on a "pool basis" for all non-Specially
      Serviced Mortgage Loans and on a "loan-by-loan basis," as described above,
      for all Specially Serviced Mortgage Loans, as the case may be, to the
      payment of Advance Interest on all Advances on such non-Specially Serviced
      Mortgage Loans or such Specially Serviced Mortgage Loans, as the case may
      be, then being reimbursed), then from Excess Liquidation Proceeds then
      available and then from any other amounts on deposit in the Certificate
      Account;

            (iv) Servicing Fees and Special Servicer Compensation: to pay to
      itself the Master Servicing Fee, subject to reduction for any Compensating
      Interest, to pay to the Special Servicer the Special Servicing Fee and the
      Work-Out Fee, to pay to the Primary Servicers (or the Master Servicer) the
      Primary Servicing Fees, and to pay to the parties entitled thereto the
      Excess Servicing Fees (to the extent not previously retained by any of
      such parties);

            (v) Trustee Fee and Paying Agent Fee: to pay to the Distribution
      Account for withdrawal by the Paying Agent, the Paying Agent Fee and the
      Trustee Fee;

            (vi) Expenses of Trust: to pay to the Person entitled thereto any
      amounts specified herein to be Additional Trust Expenses (at the time set
      forth herein or in the definition thereof), the payment of which is not
      more specifically provided for in this Agreement; provided that the
      Depositor shall not be entitled to receive reimbursement for performing
      its duties under this Agreement;

                                      -98-
<PAGE>

            (vii) Liquidation Fees: upon the occurrence of a Final Recovery
      Determination to pay to the Special Servicer from the Certificate Account,
      the amount certified by the Special Servicer equal to the Liquidation Fee,
      to the extent provided in Section 9.11 hereof;

            (viii)Investment Income: to pay to itself income and gain realized
      on the investment of funds deposited in such Certificate Account
      (including any A/B Loan Custodial Accounts);

            (ix) Prepayment Interest Excesses: to pay to the Master Servicer the
      amount of the aggregate Prepayment Interest Excesses relating to Mortgage
      Loans which are not Specially Serviced Mortgage Loans (to the extent not
      offset by Prepayment Interest Shortfalls relating to such Mortgage Loans);
      and to pay to the Special Servicer the amount of the aggregate Prepayment
      Interest Excesses relating to Specially Serviced Mortgage Loans which have
      received voluntary Principal Prepayments (not from Liquidation Proceeds or
      from modifications to Specially Serviced Mortgage Loans), to the extent
      not offset by Prepayment Interest Shortfalls relating to such Mortgage
      Loans.

            (x) Correction of Errors: to withdraw funds deposited in the
      Certificate Account in error;

            (xi) Distribution Account: to make payment on each Master Servicer
      Remittance Date of the remaining amounts in the Certificate Account
      (including Excess Interest) to the Distribution Account (or in the case of
      any Excess Interest, deposit to the Excess Interest Sub-account under
      Section 5.3(b)) other than amounts held for payment in future periods or
      pursuant to clause (xii) below;

            (xii) Reserve Account: to make payment on each Master Servicer
      Remittance Date to the Reserve Account, any Excess Liquidation Proceeds
      (subject to Section 4.6(c)); and

            (xiii)Clear and Terminate: to clear and terminate the Certificate
      Account pursuant to Section 8.29;

provided, however, that in the case of any B Note:

                  (A) the Master Servicer shall be entitled to make transfers
            from time to time, from the related A/B Loan Custodial Account to
            the portion of the Certificate Account that does not constitute the
            A/B Loan Custodial Account, of amounts necessary for the payments or
            reimbursement of amounts described in any one or more of clauses
            (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (xii)
            above, but only insofar as the payment or reimbursement described
            therein arises from or is related solely to such A/B Mortgage Loan
            and is allocable to the A/B Mortgage Loan pursuant to this Agreement
            or the Intercreditor Agreement, and the Master Servicer shall also
            be entitled to make transfers from time to time, from the related
            A/B Loan Custodial Account to the portion of the Certificate Account
            that does not constitute the A/B Loan Custodial Account, of amounts
            transferred to such related A/B Loan Custodial Account in error, and
            amounts

                                      -99-
<PAGE>

            necessary for the clearing and termination of the Certificate
            Account pursuant to Section 8.29;

                  (B) the Master Servicer shall be entitled to make transfers
            from time to time, from the related A/B Loan Custodial Account to
            the portion of the Certificate Account that does not constitute the
            A/B Loan Custodial Account, of amounts not otherwise described in
            clause (A) above to which the holder of an A Note is entitled under
            the A/B Mortgage Loan and the related Intercreditor Agreement
            (including in respect of interest, principal and Prepayment Premiums
            in respect of the A Note (whether or not by operation of any
            provision of the related Intercreditor Agreement that entitles the
            holder of such A Note to receive remittances in amounts calculated
            without regard to any modification, waiver or amendment of the
            economic terms of such A Note)); and

                  (C) the Master Servicer shall on each Master Service
            Remittance Date remit to the holder of the related B Note all
            amounts on deposit in such A/B Loan Custodial Account (net of
            amounts permitted or required to be transferred therefrom as
            described in clauses (A) and/or (B) above), to the extent that the
            holder of such B Note is entitled thereto under the related
            Intercreditor Agreement (including by way of the operation of any
            provision of the related Intercreditor Agreement that entitles the
            holder of the B Note to reimbursement of cure payments made by it).

            Expenses incurred with respect to an A/B Mortgage Loan shall be
allocated in accordance with the Intercreditor Agreement. The Master Servicer
shall keep and maintain a separate accounting for each Mortgage Loan and B Note
for the purpose of justifying any withdrawal or transfer from the Certificate
Account and any A/B Loan Custodial Account. The Master Servicer shall not be
permitted to withdraw any funds from the portion of the Certificate Account that
does not constitute the A/B Loan Custodial Account unless there are no remaining
funds in the related A/B Loan Custodial Account available and required to be
paid in accordance with the related Intercreditor Agreement.

            (b) Scheduled Payments due in a Collection Period succeeding the
Collection Period relating to such Master Servicer Remittance Date, Principal
Prepayments received after the related Collection Period, or other amounts not
distributable on the related Distribution Date, shall be held in the Certificate
Account (or sub-account thereof) and shall be distributed on the Master Servicer
Remittance Date or Dates to which such succeeding Collection Period or Periods
relate, provided, however, that as to the Mortgage Loans set forth on Schedule
XI, for which the Scheduled Payment due each month is due on a Due Date
(including any grace period) that may occur after the end of the Collection
Period in such month, sums received by the Master Servicer with respect to such
Scheduled Payment but after the end of such Collection Period shall be applied
by the Master Servicer to reimburse any related P&I Advance made pursuant to
Section 5.1(h), and the Master Servicer shall remit to the Distribution Account
on any Master Servicer Remittance Date for a Collection Period any Principal
Prepayments and Balloon Payments received after the end of such Collection
Period but no later than the second Business Day immediately preceding such
Master Servicer Remittance Date on the Mortgage Loans set forth on Schedule XI.
For purposes of the definition of "Available Distribution Amount" and

                                     -100-
<PAGE>

"Principal Distribution Amount," the Scheduled Payments and Principal
Prepayments referred to in the preceding proviso shall be deemed to have been
collected in the prior Collection Period.

            (c) On each Master Servicer Remittance Date in ______ of every year
commencing in _____ 200_, the Master Servicer shall withdraw all amounts then in
the Interest Reserve Account and deposit such amounts into the Distribution
Account.

            Section 5.3 Distribution Account and Reserve Account.

            (a) The Paying Agent, on behalf of the Trustee shall establish (with
respect to clause (i), on or prior to the Closing Date, and with respect to
clause (ii), on or prior to the date the Paying Agent determines is necessary)
and maintain in its name, on behalf of the Trustee, (i) an account (the
"Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled:
"________________________________________________, as Paying Agent on behalf of
________________________________, as Trustee, in trust for the benefit of the
Holders of Bear Stearns Commercial Mortgage Securities II Inc., Commercial
Mortgage Pass-Through Certificates, Series 200_-___, Distribution Account" and
(ii) an account (the "Reserve Account") to be held in trust for the benefit of
the holders of interests in the Trust until disbursed pursuant to the terms of
this Agreement, titled: "________________________________________________, as
Paying Agent on behalf of ________________________________, as Trustee, in trust
for the benefit of the Holders of Bear Stearns Commercial Mortgage Securities II
Inc., Commercial Mortgage Pass-Through Certificates, Series 200_-___, Reserve
Account." The Distribution Account and the Reserve Account shall be Eligible
Accounts. Funds in the Distribution Account and in the Reserve Account shall not
be invested. The Distribution Account and Reserve Account shall be held separate
and apart from and shall not be commingled with any other monies including,
without limitation, other monies of the Paying Agent held under this Agreement.

            (b) The Paying Agent shall deposit into the Distribution Account or
the Reserve Account, as applicable, on the Business Day received all moneys
remitted by the Master Servicer pursuant to this Agreement, including P&I
Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all
Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting
collections of Excess Interest on the Mortgage Loans into the Excess Interest
Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall
have no duty to remit to the Distribution Account any amounts other than amounts
held in the Certificate Account and collected during the related Collection
Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance
Amount and, on the Master Servicer Remittance Date occurring in ______ of any
year, commencing in ______ 200_, amounts held in the Interest Reserve Account.
The Paying Agent shall make withdrawals from the Distribution Account (including
the Excess Interest Sub-account) and the Reserve Account only for the following
purposes:

            (i) to withdraw amounts deposited in the Distribution Account in
      error and pay such amounts to the Persons entitled thereto;

                                     -101-
<PAGE>

            (ii) to pay any amounts payable to the Master Servicer, the Primary
      Servicers, the Special Servicer, the Fiscal Agent and the Trustee
      (including the Trustee's Fee (other than that portion thereof, that
      constitutes the Paying Agent's Fee)) and the Paying Agent (including the
      Paying Agent Fee), or other expenses or other amounts permitted to be paid
      hereunder and not previously paid to such Persons pursuant to Section 5.2;

            (iii) to make distributions to the Certificateholders pursuant to
      Section 6.5; and

            (iv) to clear and terminate the Distribution Account pursuant to
      Section 10.2.

            Section 5.4 Paying Agent Reports.

            (a) On or prior to each Distribution Date, based on information
provided in monthly reports prepared by the Master Servicer and the Special
Servicer and delivered to the Paying Agent by the Master Servicer (no later than
1:00 p.m., New York time on the Report Date), the Paying Agent shall make
available to any interested party via its internet website initially located at
"_________________" (the "Paying Agent's Website"), (i) the Monthly
Certificateholder's Report (substantially in the form of Exhibit M), (ii) a
report containing information regarding the Mortgage Loans as of the end of the
related Collection Period, which report shall contain substantially the
categories of information regarding the Mortgage Loans set forth in Appendix I
to the Final Prospectus Supplement and shall be presented in tabular format
substantially similar to the format utilized in such Appendix I which report may
be included as part of the Monthly Certificateholders Report, (iii) the Loan
Periodic Update File, Loan Setup File, Bond Level File and the Collateral
Summary File, (iv) the supplemental reports set forth in paragraph (b) of the
definition of Unrestricted Servicer Reports and (v) as a convenience for
interested parties (and not in furtherance of the distribution thereof under the
securities laws), the Final Prospectus Supplement and this Agreement.

            In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicer and the
Special Servicer and delivered to the Paying Agent in accordance herewith, the
Paying Agent shall make available via the Paying Agent's Website, on a
restricted basis, the Restricted Servicer Reports (including the Property File
on or prior to each Distribution Date, commencing in _____ 200_). The Paying
Agent shall provide access to the Restricted Servicer Reports, upon request, to
each Certificateholder, each of the parties to this Agreement, each of the
Rating Agencies, each of the Underwriters, the Operating Adviser, the Placement
Agents and any Certificate Owner upon receipt (which may be in electronic form)
from such person of an Investor Certificate in the form of Exhibit Y, and any
other person upon the direction of the Depositor, the Placement Agents or any
Underwriter. For assistance with the above-mentioned Paying Agent services,
Certificateholders or any party hereto may initially call ________________.

            The Paying Agent makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made
available on the Paying Agent's Website and assumes no responsibility therefor.
The Paying Agent shall be entitled to conclusively rely on any information
provided to it by the Master Servicer or the Special Servicer and shall have no
obligation to verify such information and the Paying Agent may disclaim
responsibility for any information distributed by the Paying Agent for which it
is not the

                                     -102-
<PAGE>

original source. In connection with providing access to the Paying Agent's
Website, the Paying Agent, may require registration and the acceptance of a
disclaimer. None of the Master Servicer, the Special Servicer, any Primary
Servicer or the Paying Agent shall be liable for the dissemination of
information in accordance with this Agreement; provided that this sentence shall
not in any way limit the liability the Paying Agent may otherwise have in the
performance of its duties hereunder.

            (b) Subject to Section 8.15, upon advance written request, if
required by federal regulation, of any Certificateholder (or holder of a B Note)
that is a savings association, bank, or insurance company, the Paying Agent
shall provide (to the extent in its possession) to each such Certificateholder
(or such holder of a B Note) such reports and access to non-privileged
information and documentation regarding the Mortgage Loans and the Certificates
as such Certificateholder (or such holder of a B Note) may reasonably deem
necessary to comply with applicable regulations of the Office of Thrift
Supervision or successor or other regulatory authorities with respect to
investment in the Certificates; provided that the Paying Agent shall be entitled
to be reimbursed by such Certificateholder (or such holder of a B Note) for the
Paying Agent's actual expenses incurred in providing such reports and access.
The holder of a B Note shall be entitled to receive information and
documentation only with respect to its related A/B Mortgage Loan pursuant
hereto.

            (c) Upon written request, the Paying Agent shall send to each Person
who at any time during the calendar year was a Certificateholder of record,
customary information as the Paying Agent deems may be necessary or desirable
for such Holders to prepare their federal income tax returns.

            (d) Reserved

            (e) The Paying Agent shall afford the Rating Agencies, the
Depositor, the Master Servicer, the Special Servicer, the Primary Servicers, the
Trustee, the Fiscal Agent, the Operating Adviser, any Certificateholder, the
Luxembourg Paying Agent, prospective Certificate Owner or any Person reasonably
designated by any Placement Agent, or any Underwriter upon reasonable notice and
during normal business hours, reasonable access to all relevant, non-attorney
privileged records and documentation regarding the applicable Mortgage Loans,
REO Property and all other relevant matters relating to this Agreement, and
access to Responsible Officers of the Paying Agent.

            (f) Copies (or computer diskettes or other digital or electronic
formats of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items of this Section 5.4 shall be made available
by the Paying Agent upon request; provided, however, that the Paying Agent shall
be permitted to require payment by the requesting party (other than the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, the Operating Adviser, any Placement Agent or any Underwriter or any
Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by the Paying Agent of providing access or copies (including electronic
or digital copies) of any such information requested in accordance with the
preceding sentence.

                                     -103-
<PAGE>

            (g) The Paying Agent shall make available at its Corporate Trust
Office (either in physical or electronic form), during normal business hours,
upon reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, any prospective Certificate Owner, the Underwriters, each
Rating Agency, the Special Servicer, the Depositor, and solely as with respect
to any A/B Mortgage Loan, the holder of the B Note, originals or copies of,
among other things, any Phase I Environmental Report or engineering report
prepared or appraisals performed in respect of each Mortgaged Property;
provided, however, that the Paying Agent shall be permitted to require payment
by the requesting party (other than either Rating Agency) of a sum sufficient to
cover the reasonable expenses actually incurred by the Trustee of providing
access or copies (including electronic or digital copies) of any such
information reasonably requested in accordance with the preceding sentence.

            Section 5.5 Paying Agent Tax Reports. The Paying Agent shall perform
all reporting and other tax compliance duties that are the responsibility of
each REMIC Pool and the [Class N] Grantor Trust under the Code, REMIC
Provisions, or other compliance guidance issued by the Internal Revenue Service
or any state or local taxing authority. Consistent with this Pooling and
Servicing Agreement, the Paying Agent shall provide or cause to be provided (i)
to the United States Treasury or other Persons (including, but not limited to,
the Transferor of a [Class R-I], [Class R-II] or [Class R-III] Certificate, to a
Disqualified Organization or to an agent that has acquired a [Class R-I], [Class
R-II] or [Class R-III] Certificate on behalf of a Disqualified Organization)
such information as is necessary for the application of any tax relating to the
transfer of a [Class R-I], [Class R-II] or [Class R-III- Certificate to any
Disqualified Organization and (ii) to the Certificateholders such information or
reports as are required by the Code or REMIC Provisions. The Master Servicer
shall on a timely basis provide the Paying Agent with such information
concerning the Mortgage Loans as is necessary for the preparation of the tax or
information returns or receipts of each REMIC Pool as the Paying Agent may
reasonably request from time to time. The Special Servicer is required to
provide to the Master Servicer all information in its possession with respect to
the Specially Serviced Mortgage Loans in order for the Master Servicer to comply
with its obligations under this Section 5.5. The Paying Agent shall be entitled
to conclusively rely on any such information provided to it by the Master
Servicer or the Special Servicer and shall have no obligation to verify any such
information.

                                   ARTICLE VI

                                  DISTRIBUTIONS

            Section 6.1 Distributions Generally. Subject to Section 10.2(a),
respecting the final distribution on the Certificates, on each Distribution
Date, the Paying Agent shall (1) first, withdraw from the Distribution Account
and pay to the Fiscal Agent and Trustee any unpaid fees, expenses and other
amounts then required to be paid pursuant to this Agreement, and then, to the
Paying Agent, any unpaid fees, expenses and other amounts then required to be
paid pursuant to this Agreement, and then at the written direction of the Master
Servicer, withdraw from the Distribution Account and pay to the Master Servicer,
the Primary Servicers and Special Servicer any unpaid servicing compensation or
other amounts currently required to be paid pursuant to this Agreement (to the
extent not previously retained or withdrawn by the

                                     -104-
<PAGE>

Master Servicer from the Certificate Account), and (2) second, make
distributions in the manner and amounts set forth below.

            Each distribution to Holders of Certificates shall be made by check
mailed to such Holder's address as it appears on the Certificate Register of the
Certificate Registrar or, upon written request to the Paying Agent on or prior
to the related Record Date (or upon standing instructions given to the Paying
Agent on the Closing Date prior to any Record Date, which instructions may be
revoked at any time thereafter upon written notice to the Paying Agent five days
prior to the related Record Date) made by a Certificateholder by wire transfer
in immediately available funds to an account specified in the request of such
Certificateholder; provided, that (i) remittances to the Paying Agent shall be
made by wire transfer of immediately available funds to the Distribution Account
and the Reserve Account; and (ii) the final distribution in respect of any
Certificate shall be made only upon presentation and surrender of such
Certificate at such location specified by the Paying Agent in a notice delivered
to Certificateholders pursuant to Section 10.2(a). If any payment required to be
made on the Certificates is to be made on a day that is not a Business Day, then
such payment will be made on the next succeeding Business Day without
compensation for such delay. All distributions or allocations made with respect
to Holders of Certificates of a Class on each Distribution Date shall be made or
allocated among the outstanding Interests in such Class in proportion to their
respective initial Certificate Balances or Percentage Interests for the [Class
X] Certificates.

            Section 6.2 REMIC I.

            (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC I Regular
Interests, for the following purposes and in the following order of priority:

            (i) from the portion of the Available Distribution Amount
      attributable to interest collected or deemed collected on or with respect
      to each Mortgage Loan or REO Property, Distributable Certificate Interest
      to each Corresponding REMIC I Regular Interest;

            (ii) from the portion of the Available Distribution Amount
      attributable to principal collected or deemed collected on or with respect
      to each Mortgage Loan or REO Property, principal to the Corresponding
      REMIC I Regular Interest, until the Certificate Balance thereof is reduced
      to zero;

            (iii) any remaining funds, to reimburse any Realized Losses
      previously allocated to the REMIC I Regular Interests, plus interest on
      such Realized Losses previously allocated thereto, at the applicable
      Pass-Through Rates; and

            (iv) thereafter, to the [Class R-I] Certificateholders at such time
      as the Certificate Balance of all Classes of REMIC I Regular Interests
      have been reduced to zero, and Realized Losses previously allocated
      thereto have been reimbursed to the Holders of the REMIC I Regular
      Interests, any amounts remaining.

            Section 6.3 REMIC II.

                                     -105-
<PAGE>

            (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular
Interests, for the following purposes and in the following order of priority:

            (i) an amount equal to Distributable Certificate Interest for the
      [Class A-1] Certificates, [Class A-2] Certificates, [Class A-3]
      Certificates, [Class A-4] Certificates, [Class X-1] Certificates and
      [Class X-2] Certificates to REMIC II Regular Interest A-1, REMIC II
      Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular
      Interest A-3, REMIC II Regular Interest A-4A, REMIC II Regular Interest
      A-4B, REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II
      Regular Interest D, REMIC II Regular Interest E, REMIC II Regular Interest
      F, REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II
      Regular Interest J, REMIC II Regular Interest K, REMIC II Regular Interest
      L, REMIC II Regular Interest M and REMIC II Regular Interest N, divided
      among such REMIC II Regular Interests in proportion to (A) in the case of
      the REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC
      II Regular Interest A-2B, REMIC II Regular Interest A-3, REMIC II Regular
      Interest A-4A and REMIC II Regular Interest A-4B, the Accrued Certificate
      Interest for such Distribution Date and (B) in the case of REMIC II
      Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest
      D, REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II
      Regular Interest G, REMIC II Regular Interest H, REMIC II Regular Interest
      J, REMIC II Regular Interest K, REMIC II Regular Interest L, REMIC II
      Regular Interest M and REMIC II Regular Interest N, the product of the
      Certificate Balance of such Interest and the sum of the related [Class
      X-1] Strip Rate and the related [Class X-2] Strip Rate (if any);

            (ii) to REMIC II Regular Interest A-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3, REMIC
      II Regular Interest A-4A and REMIC II Regular Interest A-4B in reduction
      of the Certificate Balances thereof, in an amount up to the Principal
      Distribution Amount for such Distribution Date: (A) first, to the REMIC II
      Regular Interest A-1 until the Certificate Balance of REMIC II Regular
      Interest A-1 is reduced to zero, (B) second, to the REMIC II Regular
      Interest A-2A, the Principal Distribution Amount for such Distribution
      Date (reduced by any portion thereof deemed to be distributed to the REMIC
      II Regular Interest A-1), until the Certificate Balance of the REMIC II
      Regular Interest A-2A has been reduced to zero and upon payment in full of
      the Certificate Balance of the REMIC II Regular Amount of the REMIC II
      Regular Interest A-2A, to the REMIC II Regular Interest A-2B, the
      Principal Distribution Date for such Distribution Date (reduced by any
      portion thereof deemed to be distributed to the REMIC II Regular Interest
      A-1 and A-2A), until the Certificate Balance of the REMIC II Regular
      Interest A-2B has been reduced to zero, (C) third, to the REMIC II Regular
      Interest A-3, the Principal Distribution Amount for such Distribution Date
      (reduced by any portion thereof deemed to be distributed to the REMIC II
      Regular Interest A-1, A-2A and A-2B) until the Certificate Balance of
      REMIC II Regular Interest A-3 is reduced to zero and (D) fourth, to the
      REMIC II Regular Interest A-4A, the Principal Distribution Amount for such
      Distribution Date (reduced by any portion thereof deemed to be distributed
      to the REMIC II Regular Interest A-1, A-2A, A-2B and A-3), until the
      Certificate Balance of the REMIC II Regular Interest A-4A has been reduced
      to zero and upon payment in full of

                                     -106-
<PAGE>

      the Certificate Balance of the REMIC II Regular Amount of the REMIC II
      Regular Interest A-4A, to the REMIC II Regular Interest A-4B, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      portion thereof deemed to be distributed to the REMIC II Regular Interest
      A-1, A-2A, A-2B, A-3 and A-4A), until the Certificate Balance of the REMIC
      II Regular Interest A-4B has been reduced to zero;

            (iii) to REMIC II Regular Interest A-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3, REMIC
      II Regular Interest A-4A, REMIC II Regular Interest A-4B, REMIC II Regular
      Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D,
      REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II Regular
      Interest G, REMIC II Regular Interest H, REMIC Regular Interest J, REMIC
      II Regular Interest K, REMIC II Regular Interest L, REMIC II Regular
      Interest M and REMIC II Regular Interest N, pro rata on the basis of their
      respective entitlements to reimbursement described in this clause (iii),
      to reimburse any Realized Interest Losses previously allocated to REMIC II
      Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular
      Interest A-2B, REMIC II Regular Interest A-3, REMIC II Regular Interest
      A-4A, REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC
      II Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
      Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G,
      REMIC II Regular Interest H, REMIC II Regular Interest J, REMIC II Regular
      Interest K, REMIC II Regular Interest L, REMIC II Regular Interest M and
      REMIC II Regular Interest N as a result of the allocation of Realized
      Losses to the [Class X] Certificates plus interest on such Realized Losses
      at one-twelfth of the applicable Pass-Through Rate;

            (iv) to the REMIC II Regular Interest B, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (v) upon payment in full of the Certificate Balances of the REMIC II
      Regular Interest A-4B, to the REMIC II Regular Interest B, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed to the REMIC II Regular Interest A-1,
      REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II
      Regular Interest A-3, REMIC II Regular Interest A-4A and REMIC II Regular
      Interest A-4B), until the Certificate Balance of the REMIC II Regular
      Interest B has been reduced to zero;

            (vi) to the REMIC II Regular Interest B, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (vii) to the REMIC II Regular Interest C, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (viii)upon payment in full of the Certificate Balance of the REMIC
      II Regular Interest B, to the REMIC II Regular Interest C, the Principal
      Distribution Amount for

                                     -107-
<PAGE>

      such Distribution Date (reduced by any portion thereof deemed to be
      distributed pursuant to the preceding provisions hereof), until the
      Certificate Balance of the REMIC II Regular Interest C has been reduced to
      zero;

            (ix) to the REMIC II Regular Interest C, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (x) to the REMIC II Regular Interest D, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xi) upon payment in full of the Certificate Balance of the REMIC II
      Regular Interest C, to the REMIC II Regular Interest D, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest D
      has been reduced to zero;

            (xii) to the REMIC II Regular Interest D, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xiii)to the REMIC II Regular Interest E, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xiv) upon payment in full of the Certificate Balance of the REMIC
      II Regular Interest D, to the REMIC II Regular Interest E, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest E
      has been reduced to zero;

            (xv) to the REMIC II Regular Interest E, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xvi) to the REMIC II Regular Interest F, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xvii)upon payment in full of the Certificate Balance of the REMIC
      II Regular Interest E, to the REMIC II Regular Interest F, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest F
      has been reduced to zero;

                                     -108-
<PAGE>

            (xviii) to the REMIC II Regular Interest F, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xix) to the REMIC II Regular Interest G, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xx) upon payment in full of the Certificate Balance of the REMIC II
      Regular Interest F, to the REMIC II Regular Interest G, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest G
      has been reduced to zero;

            (xxi) to the REMIC II Regular Interest G, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xxii)to the REMIC II Regular Interest H, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxiii) upon payment in full of the Certificate Balance of the REMIC
      II Regular Interest G, to the REMIC II Regular Interest H, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest H
      has been reduced to zero;

            (xxiv)to the REMIC II Regular Interest H, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xxv) to the REMIC II Regular Interest J, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxvi)upon payment in full of the Certificate Balance of the REMIC
      II Regular Interest H, to the REMIC II Regular Interest J, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest J
      has been reduced to zero;

            (xxvii) to the REMIC II Regular Interest J, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                                     -109-
<PAGE>

            (xxviii) to the REMIC II Regular Interest K, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxix)upon payment in full of the Certificate Balance of the REMIC
      II Regular Interest J to the REMIC II Regular Interest K, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest K
      has been reduced to zero;

            (xxx) to the REMIC II Regular Interest K, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xxxi)to the REMIC II Regular Interest L, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxxii) upon payment in full of the Certificate Balance of the REMIC
      II Regular Interest K to the REMIC II Regular Interest L, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest L
      has been reduced to zero;

            (xxxiii) to the REMIC II Regular Interest L, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xxxiv) to the REMIC II Regular Interest M, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxxv)upon payment in full of the Certificate Balance of the REMIC
      II Regular Interest L to the REMIC II Regular Interest M, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof deemed to be distributed pursuant to the preceding provisions
      hereof), until the Certificate Balance of the REMIC II Regular Interest M
      has been reduced to zero;

            (xxxvi) to the REMIC II Regular Interest M, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xxxvii) to the REMIC II Regular Interest N, the remainder of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxxviii) upon payment in full of the Certificate Balance of the
      REMIC II Regular Interest M to the REMIC II Regular Interest N, the
      Principal Distribution Amount for

                                     -110-
<PAGE>

      such Distribution Date (reduced by any portion thereof deemed to be
      distributed pursuant to the preceding provisions hereof), until the
      Certificate Balance of the REMIC II Regular Interest N has been reduced to
      zero;

            (xxxix) to the REMIC II Regular Interest N, to reimburse any
      unreimbursed Realized Losses previously allocated thereto, plus interest
      on such Realized Losses at one-twelfth the applicable Pass-Through Rate;

            (xl) thereafter, to the [Class R-II] Certificateholders at such time
      as the Certificate Balances of all Classes of REMIC II Regular Interests
      have been reduced to zero, and Realized Losses previously allocated
      thereto have been reimbursed to the Holders of the REMIC II Regular
      Interests, any amounts remaining.

            Section 6.4 Reserved.

            Section 6.5 REMIC III.

            (a) On each Distribution Date, the Paying Agent shall withdraw from
the Distribution Account an amount equal to the Available Distribution Amount
and shall distribute such amount (other than the amount attributable to Excess
Interest which shall be distributed in accordance with Section 6.5(c)) and
Excess Liquidation Proceeds in the following amounts and order of priority:

            (i) to the Holders of the [Class A-1] Certificates, [Class A-2]
      Certificates, [Class A-3] Certificates, [Class A-4] Certificates, [Class
      X-1] Certificates and [Class X-2] Certificates, Distributable Certificate
      Interest for such Distribution Date, pro rata in proportion to the
      Distributable Certificate Interest payable to each such Class;

            (ii) to the Holders of the [Class A-1], [Class A-2], [Class A-3] and
      [Class A-4] Certificates, in reduction of the Certificate Balances
      thereof, in an amount up to the Principal Distribution Amount for such
      Distribution Date: first, to the Holders of the [Class A-1] Certificates,
      the Principal Distribution Amount for such Distribution Date until the
      Certificate Balance thereof is reduced to zero; second, upon payment in
      full of the aggregate Certificate Balance of the [Class A-1] Certificates,
      to the holders of the [Class A-2] Certificates, the Principal Distribution
      Amount for such Distribution Date (reduced by any prior distributions
      thereof hereunder) until the aggregate Certificate Balance of the [Class
      A-2] Certificates has been reduced to zero; third, upon payment in full of
      the aggregate Certificate Balance of the [Class A-2] Certificates, to the
      Holders of the [Class A-3] Certificates, the Principal Distribution Amount
      for such Distribution Date (reduced by any prior distributions thereof
      hereunder) until the aggregate Certificate Balance of the [Class A-3]
      Certificates has been reduced to zero; and fourth, upon payment in full of
      the aggregate Certificate Balance of the [Class A-3] Certificates, to the
      Holders of the [Class A-4] Certificates, the Principal Distribution Amount
      for such Distribution Date (reduced by any prior distributions thereof
      hereunder) until the aggregate Certificate Balance of the [Class A-4]
      Certificates has been reduced to zero;

            (iii) to the Holders of the [Class A] Certificates, [Class X-1]
      Certificates and [Class X-2] Certificates, pro rata (treating principal
      and interest losses separately), to

                                     -111-
<PAGE>

      reimburse any Realized Losses previously allocated thereto and not
      previously fully reimbursed, plus interest on such Realized Losses at
      one-twelfth the applicable Pass-Through Rate;

            (iv) to the Holders of the [Class B] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (v) upon payment in full of the Certificate Balance of the [Class
      A-4] Certificates, to the Holders of the [Class B] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class B] Certificates has been reduced to zero;

            (vi) to the Holders of the [Class B] Certificates, to reimburse any
      Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate);

            (vii) to the Holders of the [Class C] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (viii)upon payment in full of the Certificate Balance of the [Class
      B] Certificates, to the Holders of the [Class C] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class C] Certificates has been reduced to zero;

            (ix) to the Holders of the [Class C] Certificates, to reimburse any
      Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate;

            (x) to the Holders of the [Class D] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xi) upon payment in full of the Certificate Balance of the [Class
      C] Certificates, to the Holders of the [Class D] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class D] Certificates has been reduced to zero;

            (xii) to the Holders of the [Class D] Certificates, to reimburse any
      Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate;

            (xiii)to the Holders of the [Class E] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xiv) upon payment in full of the Certificate Balance of the [Class
      D] Certificates, to the Holders of the [Class E] Certificates, the
      Principal Distribution

                                     -112-
<PAGE>

      Amount for such Distribution Date (reduced by any prior distributions
      thereof hereunder), until the Certificate Balance of the [Class E]
      Certificates has been reduced to zero;

            (xv) to the Holders of the [Class E] Certificates, to reimburse any
      Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate;

            (xvi) to the Holders of the [Class F] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xvii)upon payment in full of the Certificate Balance of the [Class
      E] Certificates, to the Holders of the [Class F] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class F] Certificates has been reduced to zero;

            (xviii) to the Holders of the [Class F] Certificates, to reimburse
      any Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate;

            (xix) to the Holders of the [Class G] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xx) upon payment in full of the Certificate Balance of the [Class
      F] Certificates, to the Holders of the [Class G] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class G] Certificates has been reduced to zero;

            (xxi) to the Holders of the [Class G] Certificates, to reimburse any
      Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      Pass-Through Rate;

            (xxii)to the Holders of the [Class H] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xxiii) upon payment in full of the Certificate Balance of the
      [Class G] Certificates, to the Holders of the [Class H] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class H] Certificates has been reduced to zero;

            (xxiv)to the Holders of the [Class H] Certificates, to reimburse any
      Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      Pass-Through Rate;

            (xxv) to the Holders of the [Class J] Certificates, Distributable
      Certificate Interest for such Distribution Date;

                                     -113-
<PAGE>

            (xxvi)upon payment in full of the Certificate Balance of the [Class
      H] Certificates, to the Holders of the [Class J] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class J] Certificates has been reduced to zero;

            (xxvii) to the Holders of the [Class J] Certificates, to reimburse
      any Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      Pass-Through Rate;

            (xxviii) to the Holders of the [Class K] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xxix)upon payment in full of the Certificate Balance of the [Class
      J] Certificates, to the Holders of the [Class K] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class K] Certificates has been reduced to zero;

            (xxx) to the Holders of the [Class K] Certificates, to reimburse any
      Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate;

            (xxxi)to the Holders of the [Class L] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xxxii) upon payment in full of the Certificate Balance of the
      [Class K] Certificates, to the Holders of the [Class L] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class L] Certificates has been reduced to zero;

            (xxxiii) to the Holders of the [Class L] Certificates, to reimburse
      any Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate;

            (xxxiv) to the Holders of the [Class M] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xxxv)upon payment in full of the Certificate Balance of the [Class
      L] Certificates, to the Holders of the [Class M] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class M] Certificates has been reduced to zero;

            (xxxvi) to the Holders of the [Class M] Certificates, to reimburse
      any Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate;

                                     -114-
<PAGE>

            (xxxvii) to the Holders of the [Class N] Certificates, Distributable
      Certificate Interest for such Distribution Date;

            (xxxviii) upon payment in full of the Certificate Balance of the
      [Class M] Certificates, to the Holders of the [Class N] Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions thereof hereunder), until the Certificate Balance of
      the [Class N] Certificates has been reduced to zero;

            (xxxix) to the Holders of the [Class N] Certificates, to reimburse
      any Realized Losses previously allocated thereto and not previously fully
      reimbursed, plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate; and

            (xl) to the Holders of the [Class R-III] Certificates at such time
      as the Certificate Balances of all Classes of REMIC Regular Certificates
      have been reduced to zero, and Realized Losses previously allocated to
      each Holder have been reimbursed to the Holders of the REMIC Regular
      Certificates, any amounts remaining on deposit in the Distribution
      Account.

            Notwithstanding the foregoing, on each Distribution Date occurring
on or after the earliest date, if any, upon which the Certificate Balances of
all the Classes of Subordinate Certificates have been reduced to zero or the
aggregate Appraisal Reduction in effect is greater than or equal to Certificate
Balances of all the Classes of Subordinate Certificates, the Principal
Distribution Amount will be distributed, first, to the Holders of the [Class
A-1], [Class A-2], [Class A-3] and [Class A-4] Certificates, pro rata, based on
their respective Certificate Balances, in reduction of their respective
Certificate Balances, until the Certificate Balance of each such Class is
reduced to zero; and, second, to the Holders of the [Class A-1], [Class A-2],
[Class A-3] and [Class A-4] Certificates, pro rata, based on the respective
amounts of unreimbursed Realized Losses previously allocated to each such Class,
plus interest on such Realized Losses at one-twelfth the applicable Pass-Through
Rate. A similar rule shall apply to the distribution of the Principal
Distribution Amount to REMIC II Regular Interests A-1, A-2A, A-2B, A-3, A-4A and
A-4B in lieu of the distributions described in Section 6.3(a)(ii).

            (b) On each Distribution Date, the Paying Agent shall withdraw
amounts in the Reserve Account and shall pay the Certificateholders on such
Distribution Date such amounts in the following priority:

            (i) first, to reimburse the Holders of the Principal Balance
      Certificates (in order of alphabetical Class designation) for any, and to
      the extent of, Realized Losses previously allocated to them; and

            (ii) second, upon the reduction of the Aggregate Certificate Balance
      of the Principal Balance Certificates to zero, to pay any amounts
      remaining on deposit in such account to the Special Servicer as additional
      Special Servicer Compensation.

            This Section 6.5(b) shall apply mutatis mutandis to reimbursement of
Realized Losses previously allocated to the REMIC II Regular Interests.

                                     -115-
<PAGE>

            (c) On each Distribution Date, the Paying Agent shall withdraw from
the Excess Interest Sub-account any Excess Interest on deposit therein, and the
Paying Agent shall pay such Excess Interest on such Distribution Date to the
[Class N] Certificates (even if the Certificate Balance of the [Class N]
Certificates has been reduced to zero for any reason).

            Section 6.6 Allocation of Realized Losses, Expense Losses and
Shortfalls Due to Nonrecoverability.

            (a) REMIC I. On each Distribution Date, except as provided in
subsection (b) below,

            (i) Realized Principal Losses on each Mortgage Loan realized during
      the related Collection Period shall reduce the Certificate Balance of the
      Corresponding REMIC I Regular Interest;

            (ii) Realized Interest Losses on each Mortgage Loan shall be
      allocated to reduce first, Distributable Certificate Interest for such
      Distribution Date, and then Unpaid Interest in each case owing on the
      Corresponding REMIC I Regular Interest; and to the extent that such
      Realized Interest Loss exceeds such amount, shall be treated as an Expense
      Loss;

            (iii) Expense Losses (not otherwise applied above) realized during
      the related Collection Period shall be allocated among the REMIC I Regular
      Interests in proportion to their Certificate Balances after making all
      other allocations for such Distribution Date.

            (b) In the event that the Master Servicer, the Trustee or the Fiscal
Agent, determines that an Advance previously made by it is a Nonrecoverable
Advance and the Master Servicer withdraws the amount of such Advance from the
Certificate Account pursuant to Section 5.2(a) hereof (which amount shall be
treated as an Available Advance Reimbursement Amount pursuant to Section 4.6),
it shall determine the portion of the amount so withdrawn that is attributable
to (w) interest on the related Mortgage Loan; (x) principal on the related
Mortgage Loan; (y) Servicing Advances; and (z) Advance Interest. The portion of
the amount so withdrawn from the Certificate Account that is allocable to:

            (i) amounts previously advanced as interest on the related Mortgage
      Loan shall reduce the Available Distribution Amount for REMIC I and shall
      be allocated to reduce the amount of interest paid on each REMIC I Regular
      Interest on such Distribution Date in proportion to Distributable
      Certificate Interest otherwise payable thereon, and shall result in Unpaid
      Interest on each such REMIC I Regular Interest;

            (ii) amounts previously advanced as principal on the related
      Mortgage Loan shall reduce the Available Distribution Amount for REMIC I
      and shall be allocated to reduce the principal paid on each REMIC I
      Regular Interest on which principal would otherwise be paid on such
      Distribution Date, in proportion to such principal payments; and

            (iii) amounts previously advanced as Servicing Advances, as well as
      Advance Interest owing to the Master Servicer, the Trustee or the Fiscal
      Agent with respect to

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<PAGE>

      Advances shall be treated as Expense Losses and allocated in accordance
      with Section 6.6(a)(iii) above.

            (c) At such time as a Final Recovery Determination is made with
respect to any Mortgage Loan with respect to which the Master Servicer
previously had withdrawn amounts from the Certificate Account following a
determination that Advances previously made were Nonrecoverable Advances, or at
such other time as a Realized Loss shall occur with respect to any such Mortgage
Loan, the Master Servicer shall compute the Realized Loss with respect to such
Mortgage Loan and the Paying Agent shall allocate such Realized Loss as follows:

            (i) to the extent that any Realized Principal Loss does not exceed
      the Certificate Balance on the Corresponding REMIC I Regular Interest,
      such Realized Principal Loss shall be allocated to such REMIC I Regular
      Interest; and to the extent that any Realized Principal Loss exceeds the
      Certificate Balance of the Corresponding REMIC I Regular Interest, such
      Realized Principal Loss shall be allocated to the other Corresponding
      REMIC I Regular Interests with respect to which distributions of principal
      were reduced pursuant to Section 6.6(b)(i) above, in proportion to the
      amount of such reductions;

            (ii) any Realized Interest Loss shall be allocated to the
      Corresponding REMIC I Interest to the extent of Unpaid Interest thereon
      and any remaining portion of the Realized Interest Loss shall be allocated
      as a Realized Interest Loss on each REMIC I Regular Interest with respect
      to which Unpaid Interest was created pursuant to Section 6.6(b)(ii) above
      in proportion to the amount of Unpaid Interest resulting from the
      reduction in distributions of interest on such REMIC I Regular Interest
      pursuant to Section 6.6(b)(ii) above;

            (iii) the portion of the amount recovered on the Mortgage Loan with
      respect to which amounts were withdrawn from the Certificate Account that
      are treated as Recoveries of principal on the Mortgage Loan shall be
      applied first, to make payments of principal on the Corresponding REMIC I
      Regular Interest until the Realized Principal Losses previously allocated
      thereto are reduced to zero and thereafter to make payments of principal
      to the Corresponding REMIC I Regular Interests with respect to which
      principal distributions were reduced pursuant to Section 6.6(b)(ii) above,
      in proportion to the amount of such reductions;

            (iv) the portion of the amount recovered on the Mortgage Loan with
      respect to which amounts were withdrawn from the Certificate Account that
      are treated as Recoveries of interest on the Mortgage Loan shall be
      applied first, to make payments of Unpaid Interest on the Corresponding
      REMIC I Regular Interest and thereafter to make payments of interest on
      each REMIC I Interest with respect to which Unpaid Interest was created
      pursuant to Section 6.6(b)(i) above in proportion to the amount of Unpaid
      Interest resulting from the reduction in distributions of interest on such
      REMIC I Regular Interest pursuant to Section 6.6(b)(i) above; and

            (v) the portion of the amount recovered on the Mortgage Loan with
      respect to which amounts were withdrawn from the Certificate Account that
      is treated as a recovery

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<PAGE>

      of expenses on the Mortgage Loan shall be applied in reimbursement of
      Expense Losses on each REMIC I Regular Interest with respect to which an
      Expense Loss was created pursuant to Section 6.6(b)(iii) above in
      proportion to the amount of the Expense Loss allocated thereto pursuant to
      Section 6.6(b)(iii) above.

            (d) REMIC II. On each Distribution Date, all Realized Losses on the
REMIC I Interests for such Distribution Date (or for prior Distribution Dates,
to the extent not previously allocated) shall be allocated to the Corresponding
REMIC II Regular Interests in the amounts and in the manner as will be allocated
to the REMIC Regular Certificates relating thereto pursuant to Section 6.6(f).
Realized Losses allocated to the [Class X] Certificates shall reduce the amount
of interest payable on the REMIC II [Regular Interest A-1], REMIC II [Regular
Interest A-2A], REMIC II [Regular Interest A-2B], REMIC II [Regular Interest
A-3], [REMIC II] [Regular Interest A-4A], REMIC II [Regular Interest A-4B],
REMIC II [Regular Interest B], REMIC II [Regular Interest C], REMIC II [Regular
Interest D], REMIC II [Regular Interest E], REMIC II [Regular Interest F], REMIC
II [Regular Interest G], REMIC II [Regular Interest H], REMIC II [Regular
Interest J], REMIC II [Regular Interest K], REMIC II [Regular Interest L], REMIC
II [Regular Interest M] and REMIC II [Regular Interest N], which reduction shall
be allocated pro rata based on the product of the Certificate Balance of such
REMIC II Regular Interest and the sum of the [Class X-1] Strip Rate and the
[Class X-2] Strip Rate (if any) applicable to the Class of Certificates relating
to such REMIC II Regular Interest.

            (e) Reserved

            (f) REMIC III. On each Distribution Date, all Realized Losses on the
REMIC II Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously allocated) shall be allocated to the REMIC
Regular Certificates in Reverse Sequential Order, in each case reducing (A) the
Certificate Balance of such Class until such Certificate Balance is reduced to
zero (in the case of the Principal Balance Certificates); (B) Unpaid Interest
owing to such Class to the extent thereof and (C) Distributable Certificate
Interest owing to such Class, provided, that such reductions shall be allocated
among the [Class A-1] Certificates, [Class A-2] Certificates, [Class A-3]
Certificates, [Class A-4] Certificates, [Class X-1] Certificates and [Class X-2]
Certificates, pro rata, based upon their outstanding Certificate Balances or
accrued interest, as the case may be, and provided further, that Realized Losses
shall not reduce the Aggregate Certificate Balance of the REMIC III Certificates
below the sum of the Aggregate Certificate Balances of the REMIC II Regular
Interests.

            Section 6.7 Net Aggregate Prepayment Interest Shortfalls. On each
Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in REMIC I,
shall be allocated among the REMIC I Regular Interests, pro rata in proportion
to the Accrued Certificate Interest for each such REMIC I Regular Interest for
such Distribution Date and shall reduce Distributable Certificate Interest for
each such Interest. On each Distribution Date, any Net Aggregate Prepayment
Interest Shortfalls in REMIC II shall be allocated among the REMIC II Regular
Interests, pro rata in proportion to the Accrued Certificate Interest for each
such REMIC II Regular Interest for such Distribution Date and shall reduce
Distributable Certificate Interest for each such Interest. On each Distribution
Date, the amount of any Net Aggregate Prepayment Interest Shortfalls on the
REMIC III Regular Interests shall be allocated to each Class of Certificates,
pro rata, in proportion to the amount of Accrued Certificate Interest

                                     -118-
<PAGE>

payable to such Class of Certificates on such Distribution Date, in each case
reducing interest otherwise payable thereon. The amount of Net Aggregate
Prepayment Interest Shortfalls allocated to a Class of Certificates pursuant to
the preceding sentence shall reduce the Distributable Certificate Interest for
such [Class F]or such Distribution Date. No Prepayment Interest Shortfall with
respect to a B Note shall be allocated to any Class of Certificates.

            Section 6.8 Adjustment of Servicing Fees. The Master Servicing Fee
payable to the Master Servicer shall be adjusted as provided in Section 8.10(c)
herein. Any amount retained by REMIC I as a result of a reduction of the Master
Servicing Fee shall be treated as interest collected with respect to the prepaid
Mortgage Loans with respect to which the Master Servicing Fee adjustment occurs.

            Section 6.9 Appraisal Reductions. Not later than the date on which
an Appraisal Event occurs, the Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing the related Mortgage Loan, if the
Principal Balance of such Mortgage Loan exceeds $_________ or (B) at the option
of the Special Servicer, if such Principal Balance is less than or equal to
$__________ either an internal valuation prepared by the Special Servicer in
accordance with MAI standards or an Appraisal which in all cases shall be
completed as of the date that such Mortgage Loan becomes a Required Appraisal
Loan; provided that if the Special Servicer had completed or obtained an
Appraisal or internal valuation within the immediately prior 12 months, the
Special Servicer may rely on such Appraisal or internal valuation and shall have
no duty to prepare a new Appraisal or internal valuation, unless such reliance
would not be in accordance with the Servicing Standard; provided, further, that
if the Special Servicer is required to obtain an Appraisal of a Mortgaged
Property after receipt of the notice described in clause (ii) of the definition
of Appraisal Event, such Appraisal will be obtained no later than 60 days after
receipt of such notice and an internal valuation will be obtained no later than
60 days after receipt of such notice. Such Appraisal or valuation shall be
conducted in accordance with the definition of "market value" as set forth in 12
C.F.R. ss. 225.62 and shall be updated at least annually to the extent such
Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal
or valuation, if not performed by the Special Servicer, shall be an expense of
the Trust and may be paid from REO Income or, to the extent collections from
such related Mortgage Loan or Mortgaged Property does not cover the expense,
such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the
Master Servicer at the request of the Special Servicer pursuant to Section 4.6
in which event it shall be treated as a Servicing Advance. The Master Servicer,
based on the Appraisal or internal valuation provided to it by the Special
Servicer, shall calculate any Appraisal Reduction. The Master Servicer shall
calculate or recalculate the Appraisal Reduction for any Mortgage Loan based on
updated Appraisals or internal valuations provided from time to time to it by
the Special Servicer.

            Section 6.10 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement to the contrary, the
Paying Agent on behalf of the Trustee shall comply with all federal withholding
requirements with respect to payments to Certificateholders of interest,
original issue discount, or other amounts that the Paying Agent reasonably
believes are applicable under the Code. The consent of Certificateholders shall
not be required for any such withholding and any amount so withheld shall be
regarded as distributed to the related Certificateholders for purposes of this
Agreement. In the event the Paying Agent withholds any amount from payments made
to any Certificateholder pursuant to

                                     -119-
<PAGE>

federal withholding requirements, the Paying Agent shall indicate to such
Certificateholder the amount withheld.

            Section 6.11 Prepayment Premiums. Any Prepayment Premium collected
with respect to a Mortgage Loan (but not a B Note, which Prepayment Premium is
payable to the holder of the B Note) during any particular Collection Period
will be deemed distributed to the Trustee by the Paying Agent on the following
Distribution Date as follows: (i) first, the Paying Agent shall be deemed to
distribute to the Trustee, as holder of the REMIC I Regular Interest to which
such Mortgage Loan relates, any Prepayment Premiums collected on or with respect
to such Mortgage Loan; and (ii) second, the Paying Agent shall be deemed to
distribute to the Trustee, as holder of the REMIC II Regular Interests, any
Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and
shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular
Interest then entitled to distributions of principal from the Principal
Distribution Amount (or, if more than one Class of REMIC II Regular Interests is
then entitled to distributions of principal from the Principal Distribution
Amount, such Prepayment Premiums shall be deemed distributed among such Classes
pro rata in accordance with the relevant amounts of entitlements to
distributions of principal). Following such deemed distributions, the Holders of
the respective Classes of Principal Balance Certificates, other than the [Class
G], [Class H], [Class J], [Class K], [Class L], [Class M] and [Class N]
Certificates, then entitled to distributions of principal from the Principal
Distribution Amount for such Distribution Date, will be entitled to, and the
Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount
equal to, in the case of each such Class, the product of (a) a fraction, the
numerator of which is the amount distributed as principal to the holders of that
Class on that Distribution Date, and the denominator of which is the total
amount distributed as principal to the holders of all Classes of Certificates on
that Distribution Date, (b) the Base Interest Fraction for the related Principal
Prepayment and that Class of Certificates and (c) the aggregate amount of
Prepayment Premiums collected during the related Collection Period. Any portion
of such Prepayment Premium that is not so distributed to the Holders of such
Principal Balance Certificates will be distributed to the Holders of the [Class
X] Certificates. On any Distribution Date on or before ________, __% of the
Prepayment Premium that is not so distributed to the Holders of such Principal
Balance Certificates will be distributed to the Holders of the [Class X-1]
Certificates and __% of the Prepayment Premium that is not so distributed to the
Holders of such Principal Balance Certificates will be distributed to the
Holders of the [Class X-2] Certificates. After the Distribution Date in
________, any portion of such Prepayment Premium that is not so distributed to
the Holders of such Principal Balance Certificates will be distributed to the
Holders of the [Class X-1] Certificates. The Trustee shall not be responsible
for the Paying Agent's failure to comply with any withholding requirements.

                                  ARTICLE VII

           CONCERNING THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT
                        AND THE LUXEMBOURG PAYING AGENT

            Section 7.1 Duties of the Trustee, the Fiscal Agent and the Paying
Agent.

            (a) The Trustee, the Fiscal Agent and the Paying Agent each shall
undertake to perform only those duties as are specifically set forth in this
Agreement and no implied

                                     -120-
<PAGE>

covenants or obligations shall be read into this Agreement against the Trustee,
the Fiscal Agent or the Paying Agent. Any permissive right of the Trustee, the
Fiscal Agent or the Paying Agent provided for in this Agreement shall not be
construed as a duty of the Trustee, the Fiscal Agent or the Paying Agent. The
Trustee, the Fiscal Agent and the Paying Agent each shall exercise such of the
rights and powers vested in it by this Agreement and following the occurrence
and during the continuation of any Event of Default hereunder, the Trustee and
Fiscal Agent and the Paying Agent each shall use the same degree of care and
skill in its exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

            (b) The Trustee, the Fiscal Agent or the Paying Agent, as
applicable, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee, the
Fiscal Agent or the Paying Agent , as the case may be, which are specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they on their face conform to the requirements
of this Agreement; provided that the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, shall not be responsible for the accuracy or content
of any such resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Master Servicer or any other Person to it
pursuant to this Agreement. If any such instrument is found on its face not to
conform to the requirements of this Agreement, the Trustee or the Paying Agent
shall request the providing party to correct the instrument and if not so
corrected, the Trustee shall inform the Certificateholders.

            (c) Neither the Trustee, the Fiscal Agent nor the Paying Agent nor
any of their respective directors, officers, employees, agents or Controlling
Persons shall have any liability to the Trust or the Certificateholders arising
out of or in connection with this Agreement, except for their respective
negligence or willful misconduct. No provision of this Agreement shall be
construed to relieve the Trustee, the Fiscal Agent, the Paying Agent or any of
their respective directors, officers, employees, agents or Controlling Persons
from liability for their own negligent action, their own negligent failure to
act or their own willful misconduct or bad faith; provided that:

            (i) neither the Trustee, the Fiscal Agent nor the Paying Agent nor
      any of their respective directors, officers, employees, agents or
      Controlling Persons shall be personally liable with respect to any action
      taken, suffered or omitted to be taken by it in its reasonable business
      judgment in accordance with this Agreement or at the direction of Holders
      of Certificates evidencing not less than a majority of the outstanding
      Certificate Balance of the Certificates;

            (ii) no provision of this Agreement shall require either the
      Trustee, the Fiscal Agent or the Paying Agent 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;

            (iii) neither the Trustee, the Fiscal Agent nor the Paying Agent nor
      any of their respective directors, officers, employees, agents or
      Controlling Persons shall be

                                     -121-
<PAGE>

      responsible for any act or omission of the Master Servicer, the Special
      Servicer, the Depositor or either Seller, or for the acts or omissions of
      each other, including, without limitation, in connection with actions
      taken pursuant to this Agreement;

            (iv) the execution by the Trustee or the Paying Agent of any forms
      or plans of liquidation in connection with any REMIC Pool shall not
      constitute a representation by the Trustee or the Paying Agent as to the
      adequacy of such form or plan of liquidation;

            (v) none of the Trustee, the Fiscal Agent nor the Paying Agent shall
      be under any obligation to appear in, prosecute or defend any legal action
      which is not incidental to its duties as Trustee, the Fiscal Agent or the
      Paying Agent, as applicable in accordance with this Agreement. In such
      event, all legal expense and costs of such action shall be expenses and
      costs of the Trust, and the Trustee, the Paying Agent and the Fiscal Agent
      shall be entitled to be reimbursed therefor from the Certificate Account
      pursuant to Section 5.2(a)(vi); and

            (vi) neither the Trustee, the Fiscal Agent nor the Paying Agent
      shall be charged with knowledge of any failure by the Master Servicer or
      the Special Servicer or by each other to comply with its obligations under
      this Agreement or any act, failure, or breach of any Person upon the
      occurrence of which the Trustee, the Fiscal Agent or the Paying Agent may
      be required to act, unless a Responsible Officer of the Trustee, the
      Fiscal Agent or the Paying Agent, as the case may be, obtains actual
      knowledge of such failure.

            (d) For so long as the Certificates are listed on the Luxembourg
Stock Exchange, the Depositor shall cause the continuing obligations under the
listing rules for the Luxembourg Stock Exchange to be complied with in respect
of the Certificates. The Trustee, the Fiscal Agent and the Paying Agent shall
not be liable for a failure in compliance with such continuing obligations under
the listing rules of the Luxembourg Stock Exchange if such failure is caused by
the negligence or willful misconduct of the Luxembourg Paying Agent.

            Section 7.2 Certain Matters Affecting the Trustee, the Fiscal Agent
and the Paying Agent.

            (a) Except as otherwise provided in Section 7.1:

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

            (ii) the Trustee, the Fiscal Agent and the Paying Agent each may
      consult with counsel and the advice of such counsel and 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 with such advice or Opinion of Counsel;

                                     -122-
<PAGE>

            (iii) neither the Trustee nor the Fiscal Agent nor the Paying Agent
      nor any of their respective directors, officers, employees, agents or
      Controlling Persons shall be personally liable for any action taken,
      suffered or omitted by such Person in its reasonable business judgment and
      reasonably believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Agreement;

            (iv) the Trustee and the Paying Agent shall not be under any
      obligation to exercise any remedies after default as specified in this
      Agreement or to institute, conduct or defend any litigation hereunder or
      relating hereto or 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
      (provided the same appears regular on its face), unless requested in
      writing to do so by Holders of at least __% of the Aggregate Certificate
      Balance of the Certificates then outstanding provided that, if the payment
      within a reasonable time to the Trustee or the Paying Agent, as
      applicable, of the costs, expenses or liabilities likely to be incurred by
      it in connection with the foregoing is, in the opinion of such Person not
      reasonably assured to such Person by the security afforded to it by the
      terms of this Agreement, such Person may require reasonable indemnity
      against such expense or liability or payment of such estimated expenses as
      a condition to proceeding. The reasonable expenses of the Trustee or the
      Paying Agent, as applicable, shall be paid by the Certificateholders
      requesting such examination;

            (v) the Trustee, the Fiscal Agent and the Paying Agent each may
      execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys, which
      agents or attorneys shall have any or all of the rights, powers, duties
      and obligations of the Trustee, the Fiscal Agent and the Paying Agent
      conferred on them by such appointment; provided that each of the Trustee,
      the Fiscal Agent and the Paying Agent, as the case may be, shall continue
      to be responsible for its duties and obligations hereunder and shall not
      be liable for the actions or omissions of the Master Servicer, the Special
      Servicer, the Depositor or the actions or omissions of each other;

            (vi) neither the Trustee nor the Fiscal Agent nor the Paying Agent
      shall be required to obtain a deficiency judgment against a Mortgagor;

            (vii) neither the Trustee nor the Fiscal Agent nor the Paying Agent
      shall be required to expend its own funds or otherwise incur any financial
      liability in the performance of any of its duties hereunder if it shall
      have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such liability is not assured to it;

            (viii)neither the Trustee nor the Fiscal Agent nor the Paying Agent
      shall be liable for any loss on any investment of funds pursuant to this
      Agreement;

            (ix) unless otherwise specifically required by law, neither the
      Trustee nor the Fiscal Agent nor the Paying Agent shall be required to
      post any surety or bond of any kind in connection with the execution or
      performance of its duties hereunder; and

                                     -123-
<PAGE>

            (x) except as specifically provided hereunder in connection with the
      performance of its specific duties, neither the Trustee nor the Fiscal
      Agent nor the Paying Agent shall be responsible for any act or omission of
      the Master Servicer, the Special Servicer, the Depositor or of each other.

            (b) Following the Closing Date, the Trustee shall not accept any
contribution of assets to the Trust not specifically contemplated by this
Agreement unless the Trustee shall have received a Nondisqualification Opinion
at the expense of the Person desiring to contribute such assets with respect to
such contribution.

            (c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

            (d) The Trustee shall timely pay, from its own funds, the amount of
any and all federal, state and local taxes imposed on the Trust or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.

            (e) The Paying Agent shall timely pay, from its own funds, the
amount of any and all federal, state and local taxes imposed on the Trust or its
assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if, when and
as the same shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, but only if such taxes arise out of a breach by the Paying Agent of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Paying Agent.

            Section 7.3 The Trustee, the Fiscal Agent and the Paying Agent Not
Liable for Certificates or Interests or Mortgage Loans. The Trustee, the Fiscal
Agent and the Paying Agent each makes no representations as to the validity or
sufficiency of this Agreement, the information contained in the Private
Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement or Prospectus for the REMIC III Certificates or Residual
Certificates (other than the Certificate of Authentication on the Certificates
if the Paying Agent is the Authenticating Agent) or of any Mortgage Loan,
Assignment of Mortgage or related document save that (i) each of the Trustee,
the Fiscal Agent and the Paying Agent represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity

                                     -124-
<PAGE>

regardless of whether such enforcement is considered in a proceeding in equity
or at law and (ii) the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law. None of the
Trustee, the Fiscal Agent or the Paying Agent shall be accountable for the use
or application by the Depositor or the Master Servicer or the Special Servicer
or by each other of any of the Certificates or any of the proceeds of such
Certificates, or for the use or application by the Depositor or the Master
Servicer or the Special Servicer or by each other of funds paid in consideration
of the assignment of the Mortgage Loans to the Trust or deposited into the
Distribution Account or any other fund or account maintained with respect to the
Certificates or any account maintained pursuant to this Agreement or for
investment of any such amounts. No recourse shall be had for any claim based on
any provisions of this Agreement, the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement, the
Prospectus or the Certificates (except with respect to the Trustee and Fiscal
Agent to the extent of information furnished by the Trustee and the Fiscal Agent
under the caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee
and the Fiscal Agent" and with respect to the Paying Agent, to the extent of
information furnished by the Paying Agent under the caption "DESCRIPTION OF THE
OFFERED CERTIFICATES-- Paying Agent, Certificate Registrar and Authenticating
Agent" each in the Preliminary Prospectus Supplement and the Final Prospectus
Supplement), the Mortgage Loans or the assignment thereof against the Trustee,
the Fiscal Agent or the Paying Agent in such Person's individual capacity and
any such claim shall be asserted solely against the Trust or any indemnitor who
shall furnish indemnity as provided herein. Neither the Trustee nor the Fiscal
Agent nor the Paying Agent shall be liable for any action or failure of any
action by the Depositor or the Master Servicer or the Special Servicer or by
each other hereunder. Neither the Trustee nor the Fiscal Agent nor the Paying
Agent shall at any time have any responsibility or liability for or with respect
to the legality, validity or enforceability of the Mortgages or the Mortgage
Loans, or the perfection and priority of the Mortgages or the maintenance of any
such perfection and priority, or for or with respect to the efficacy of the
Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation, the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon; the validity of the assignment
of the Mortgage Loans to the Trust or of any intervening assignment; the
completeness of the Mortgage Loans; the performance or enforcement of the
Mortgage Loans (other than if the Trustee shall assume the duties of the Master
Servicer); the compliance by the Depositor, each Seller, the Mortgagor or the
Master Servicer or the Special Servicer or by each other with any warranty or
representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation made under this Agreement or in
any related document prior to the receipt by a Responsible Officer of the
Trustee of notice or other discovery of any non-compliance therewith or any
breach thereof; any investment of monies by or at the direction of the Master
Servicer or the Special Servicer or any loss resulting therefrom; the failure of
the Master Servicer or any Sub-Servicer or the Special Servicer to act or
perform any duties required

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of it on behalf of the Trustee hereunder; or any action by the Trustee taken at
the instruction of the Master Servicer or the Special Servicer.

            Section 7.4 The Trustee, the Fiscal Agent and the Paying Agent May
Own Certificates. Each of the Trustee, the Fiscal Agent and the Paying Agent in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be.

            Section 7.5 Eligibility Requirements for the Trustee, the Fiscal
Agent and the Paying Agent. The Trustee hereunder shall at all times be (i) an
institution insured by the FDIC, (ii) a corporation, national bank or national
banking association authorized to exercise corporate trust powers, having a
combined capital and surplus of not less than $__________ and subject to
supervision or examination by federal or state authority, and (iii) an
institution whose short-term debt obligations are at all times rated not less
than "_______" by ______ and "___" by ___ and whose long-term senior unsecured
debt is at all times rated not less than "___" by ___ (unless a Fiscal Agent is
appointed that has a long-term unsecured rating that is at least "___" by ___)
and "___" by ______ (unless a Fiscal Agent is appointed that has a long-term
unsecured rating that is at least "___" by ______) or otherwise acceptable to
the Rating Agencies as evidenced by a Rating Agency Confirmation. If such
corporation, national bank or national banking association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation, national bank or
national banking association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with
provisions of this Section, the Trustee or the Fiscal Agent shall resign
immediately in the manner and with the effect specified in Section 7.6.

            (b) The Paying Agent shall be either a bank or trust company or
otherwise authorized under law to exercise corporate trust powers and shall be
rated at least "_" by ___ and "__" by ______, unless and to the extent Rating
Agency Confirmation is obtained.

            Section 7.6 Resignation and Removal of the Trustee, the Fiscal Agent
or the Paying Agent.

            (a) The Trustee, the Fiscal Agent or the Paying Agent may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Master Servicer and the Rating Agencies;
provided, that such resignation shall not be effective until its successor shall
have accepted the appointment. Upon receiving such notice of resignation, the
Depositor will promptly appoint a successor trustee, fiscal agent or paying
agent, as the case may be, except in the case of the initial Trustee or Fiscal
Agent, in which case both shall be so replaced but may be replaced under this
paragraph sequentially, by written instrument, one copy of which instrument
shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the
successor trustee and one copy to each of the Master Servicer, the Paying Agent
and the Rating Agencies. If no successor trustee, fiscal agent or paying agent
shall have been so appointed, as the case may be, and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee, the Fiscal Agent or the Paying Agent, as the case may be, may
petition any court of competent jurisdiction for the appointment

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of a successor trustee, fiscal agent or paying agent, as the case may be. It
shall be a condition to the appointment of a successor trustee or fiscal agent
that such entity satisfies the eligibility requirements set forth in Section
7.5.

            (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a 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, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Trustee or the Trust held by the Trustee is located solely because
of the location of the Trustee in such state; provided, however, that, if the
Trustee agrees to indemnify the Trust for such taxes, it shall not be removed
pursuant to this clause (iii), (iv) the continuation of the Trustee as such
would result in a downgrade, qualification or withdrawal of the rating by the
Rating Agencies of any Class of Certificates with a rating as evidenced in
writing by the Rating Agencies or (v) with respect with the initial Trustee, a
Fiscal Agent Termination Event has occurred unless the Trustee has satisfied the
ratings required by clause (iii) of Section 7.5, then the Depositor may remove
such Trustee and appoint a successor trustee by written instrument, one copy of
which instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee and one copy to each of the Master Servicer and the Rating
Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above,
the Trustee shall bear all such costs of transfer. Such succession shall take
effect after a successor trustee has been appointed. In the case of the removal
of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In
this case, the procedures and liability for costs of such removal shall be the
same as they are stated in subsection (c) with respect to the Fiscal Agent.

            (c) If at any time (i) the Fiscal Agent shall cease to be eligible
in accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, or (ii) a Fiscal Agent Termination
Event has occurred, then the Depositor shall send a written notice of
termination to the Fiscal Agent (which notice shall specify the reason for such
termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent
by written instrument, one copy of which instrument shall be delivered to the
Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to
each of the Trustee, the Master Servicer and the Rating Agencies. In all such
cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal
Agent, such succession only to take effect after a successor Fiscal Agent has
been appointed. In the case of the initial Fiscal Agent, the Depositor may, but
is not required to, also remove the Trustee. In this case, the procedures and
liability for costs of such removal shall be the same as they are stated in
subsection (b) with respect to the Trustee.

            (d) If at any time (i) the Paying Agent shall cease to be eligible
in accordance with the provisions of Section 7.5(b) and shall fail to resign
after written request therefor by the Depositor, (ii) the Paying Agent shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Paying Agent or of its property shall be appointed, or any
public officer shall take charge or control of the Paying Agent or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, (iii) a tax is imposed or threatened with respect to the Trust or
any REMIC Pool by any state in which the Paying Agent is located solely

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<PAGE>

because of the location of the Paying Agent in such state; provided, however,
that, if the Paying Agent agrees to indemnify the Trust for such taxes, it shall
not be removed pursuant to this clause (iii), or (iv) the continuation of the
Paying Agent as such would result in a downgrade, qualification or withdrawal,
as applicable, of the rating by the Rating Agencies of any Class of Certificates
with a rating as evidenced in writing by the Rating Agencies, then the Depositor
or the Trustee shall send a written notice of termination to the Paying Agent
(which notice shall specify the reason for such termination) and remove such
Paying Agent and the Depositor shall appoint a successor Paying Agent by written
instrument, one copy of which instrument shall be delivered to the Paying Agent
so removed, one copy to the successor Paying Agent, and one copy to each of the
Trustee, the Master Servicer and the Rating Agencies. In all such cases, the
Paying Agent shall bear all costs of transfer to a successor Paying Agent, such
succession only to take effect after a successor Paying Agent has been
appointed.

            (e) The Holders of more than __% of the Aggregate Certificate
Balance of the Certificates then outstanding may for cause upon 30 days' written
notice to the Trustee, the Fiscal Agent or the Paying Agent, as the case may be,
and to the Depositor remove the Trustee, the Fiscal Agent or the Paying Agent,
as the case may be, by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, so removed; the Depositor shall thereupon use
its best efforts to appoint a successor Trustee or Fiscal Agent or the Paying
Agent, as the case may be, in accordance with this Section.

            (f) Any resignation or removal of the Trustee, the Fiscal Agent or
the Paying Agent, as the case may be, and appointment of a successor trustee,
fiscal agent or paying agent pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor trustee,
fiscal agent or paying agent, as the case may be, as provided in Section 7.7.
Upon any succession of the Trustee, the Fiscal Agent or the Paying Agent under
this Agreement, the predecessor Trustee, Fiscal Agent or Paying Agent, as the
case may be, shall be entitled to the payment of compensation and reimbursement
agreed to under this Agreement for services rendered and expenses incurred. The
Trustee, the Fiscal Agent or the Paying Agent shall not be liable for any action
or omission of any successor Trustee, Fiscal Agent or Paying Agent, as the case
may be.

            Section 7.7 Successor Trustee, Fiscal Agent or Paying Agent.

            (a) Any successor Trustee, Fiscal Agent or Paying Agent appointed as
provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor
and to its predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee, Fiscal Agent or Paying Agent,
as the case may be, shall become effective and such successor Trustee, Fiscal
Agent or Paying Agent, as the case may be, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee, Fiscal Agent or Paying Agent herein. The predecessor Trustee,
Fiscal Agent or Paying Agent shall deliver (at such predecessor's own expense)
to the successor Trustee, Fiscal Agent or Paying Agent all Mortgage Files and
documents and statements related to the Mortgage Files held by it hereunder,

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and the predecessor Trustee shall duly assign, transfer, deliver and pay over
(at such predecessor's own expense) to the successor Trustee, the entire Trust,
together with all instruments of transfer and assignment or other documents
properly executed necessary to effect such transfer. The predecessor Trustee,
Fiscal Agent or Paying Agent, as the case may be, shall also deliver all records
or copies thereof maintained by the predecessor Trustee, Fiscal Agent or Paying
Agent in the administration hereof as may be reasonably requested by the
successor Trustee, Fiscal Agent or Paying Agent, as applicable, and shall
thereupon be discharged from all duties and responsibilities under this
Agreement. In addition, the Depositor and the predecessor Trustee, Fiscal Agent
or Paying Agent shall execute and deliver such other instruments and do such
other things as may reasonably be required to more fully and certainly vest and
confirm in the successor Trustee, Fiscal Agent or Paying Agent, as the case may
be, all such rights, powers, duties and obligations. Anything herein to the
contrary notwithstanding, in no event shall the combined fees payable to a
successor Trustee exceed the Trustee Fee.

            (b) No successor Trustee, Fiscal Agent or Paying Agent shall accept
appointment as provided in this Section unless at the time of such appointment
such successor Trustee, Fiscal Agent or Paying Agent, as the case may be, shall
be eligible under the provisions of Section 7.5.

            (c) Upon acceptance of appointment by a successor Trustee, Fiscal
Agent or Paying Agent as provided in this Section, the successor Trustee, Fiscal
Agent or Paying Agent shall mail notice of the succession of such Trustee,
Fiscal Agent or Paying Agent hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to the Rating Agencies. The
expenses of such mailing shall be borne by the successor Trustee, Fiscal Agent
or Paying Agent. If the successor Trustee, Fiscal Agent or Paying Agent fails to
mail such notice within 10 days after acceptance of appointment by the successor
Trustee, Fiscal Agent or Paying Agent, the Master Servicer shall cause such
notice to be mailed at the expense of the successor Trustee, Fiscal Agent or
Paying Agent, as applicable.

            Section 7.8 Merger or Consolidation of Trustee, Fiscal Agent or
Paying Agent. Any Person into which the Trustee, Fiscal Agent or Paying Agent
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Trustee,
Fiscal Agent or Paying Agent shall be a party, or any Persons succeeding to the
business of such Trustee, Fiscal Agent or Paying Agent, shall be the successor
of such Trustee, Fiscal Agent or Paying Agent, as the case may be, hereunder, as
applicable, provided that such Person shall be eligible under the provisions of
Section 7.5, 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 7.9 Appointment of Co-Trustee, Separate Trustee, Agents or
Custodian.

            (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or, in the case of the Trust, the Certificateholders
evidencing more than __% of the Aggregate Certificate Balance of the
Certificates then outstanding shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the
Trustee or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or

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<PAGE>

otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer or Special Servicer that such separate trustee or co-trustee
is necessary or advisable) under the laws of any state in which a property
securing a Mortgage Loan is located or for the purpose of otherwise conforming
to any legal requirement, restriction or condition in any state in which a
property securing a Mortgage Loan is located or in any state in which any
portion of the Trust is located. The separate trustees, co-trustees, or
custodians so appointed shall be trustees or custodians for the benefit of all
the Certificateholders, shall have such powers, rights and remedies as shall be
specified in the instrument of appointment and shall be deemed to have accepted
the provisions of this Agreement; provided that no such appointment shall, or
shall be deemed to, constitute the appointee an agent of the Trustee; provided,
further, that the Trustee shall be liable for the actions of any co-trustee or
separate trustee appointed by it and shall have no liability for the actions of
any co-trustee or separate trustee appointed by the Depositor or the
Certificateholders pursuant to this paragraph.

            (b) The Trustee or the Paying Agent, as the case may be, may from
time to time appoint one or more independent third-party agents to perform all
or any portion of its administrative duties hereunder (i.e., collection and
distribution of funds, preparation and dissemination of reports, monitoring
compliance, etc.). The Trustee or the Paying Agent, as the case may be, shall
supervise and oversee such agents appointed by it. The terms of any arrangement
or agreement between the Trustee or the Paying Agent, as the case may be, and
such agent, may be terminated, without cause and without the payment of any
termination fees in the event the Trustee or the Paying Agent, as the case may
be, is terminated in accordance with this Agreement. In addition, neither the
Trust nor the Certificateholders shall have any liability or direct obligation
to such agent. Notwithstanding the terms of any such agreement, the Trustee or
the Paying Agent, as the case may be, shall remain at all times obligated and
liable to the Trust and the Certificateholders for performing its duties
hereunder.

            (c) Every separate trustee, co-trustee, and custodian shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

            (i) all powers, duties, obligations and rights conferred upon the
      Trustee in respect of the receipt, custody and payment of moneys shall be
      exercised solely by the Trustee;

            (ii) all other 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, co-trustee, or
      custodian 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
      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 or any portion thereof in any
      such jurisdiction, shall be exercised and performed by such separate
      trustee, co-trustee, or custodian;

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<PAGE>

            (iii) no trustee or custodian hereunder shall be personally liable
      by reason of any act or omission of any other trustee or custodian
      hereunder; and

            (iv) the Trustee or, in the case of the Trust, the
      Certificateholders evidencing more than _% of the Aggregate Principal
      Amount of the Certificates then outstanding may at any time accept the
      resignation of or remove any separate trustee, co-trustee or custodian, so
      appointed by it or them, if such resignation or removal does not violate
      the other terms of this Agreement.

            (d) 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, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VII. 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.

            (e) Any separate trustee, co-trustee or custodian 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, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

            (f) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.

            (g) The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.

            (h) The Trustee shall pay the reasonable compensation of the
co-trustees, separate trustees or custodians appointed by the Trustee pursuant
to this Section 7.9 to the extent, and in accordance with the standards,
specified in Section 7.12 hereof.

            (i) Subject to the consent of the Depositor, which consent shall not
be unreasonably withheld, the Trustee, at its sole cost and expense, may appoint
at any time a successor Custodian. Until such time as the Trustee appoints a
successor Custodian, the Trustee shall be the Custodian hereunder. Upon the
appointment of a successor custodian, the Trustee and the Custodian shall enter
into a custodial agreement.

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<PAGE>

            Section 7.10 Authenticating Agents.

            (a) The Paying Agent shall serve as the initial Authenticating Agent
hereunder for the purpose of executing and authenticating Certificates. Any
successor Authenticating Agent must be acceptable to the Depositor and must be a
corporation or national bank organized and doing business under the laws of the
United States of America or of any state and having a principal office and place
of business in the Borough of Manhattan in the City and State of New York,
having a combined capital and surplus of at least $__________, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.

            (b) Any Person into which the 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 the Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of the
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) The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and the
Depositor. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice of termination to the
Authenticating Agent and the Depositor; provided that the Trustee may not
terminate the Paying Agent as Authenticating Agent unless the Paying Agent shall
be removed as Paying Agent hereunder. Upon receiving a notice of resignation or
upon such a termination, or in case at any time the Authenticating Agent shall
cease to be eligible in accordance with the provisions of Section 7.10(a), the
Trustee may appoint a successor Authenticating Agent, shall give written notice
of such appointment to the Depositor and shall mail notice of such appointment
to all Holders of Certificates. 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. No such Authenticating
Agent shall be appointed unless eligible under the provisions of Section
7.10(a). No Authenticating Agent shall have responsibility or liability for any
action taken by it as such at the direction of the Trustee.

            Section 7.11 Indemnification of Trustee, the Fiscal Agent and the
Paying Agent.

            (a) The Trustee, the Fiscal Agent, the Certificate Registrar and the
Paying Agent and each of its respective directors, officers, employees, agents
and Controlling Persons shall be entitled to indemnification from the Trust for
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action incurred without negligence or
willful misconduct on their respective part, arising out of, or in connection
with this Agreement, the Certificates and the acceptance or administration of
the trusts or duties created hereunder (including, without limitation, any
unanticipated loss, liability or expense incurred in connection with any action
or inaction of the Master Servicer, the Special Servicer or the Depositor or of
each other such Person hereunder but only to the extent the Trustee, the Fiscal
Agent, the

                                     -132-
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Certificate Registrar or the Paying Agent, as the case may be, is unable to
recover within a reasonable period of time such amount from such third party
pursuant to this Agreement) including the costs and expenses of defending
themselves against any claim in connection with the exercise or performance of
any of their powers or duties hereunder and the Trustee, the Fiscal Agent, the
Certificate Registrar and the Paying Agent and each of their respective
directors, officers, employees, agents and Controlling Persons shall be entitled
to indemnification from the Trust for any unanticipated loss, liability or
expense incurred in connection with the provision by the Trustee, the Fiscal
Agent, the Certificate Registrar and the Paying Agent of the reports required to
be provided by it pursuant to this Agreement; provided that:

            (i) with respect to any such claim, the Trustee, the Fiscal Agent,
      the Certificate Registrar or the Paying Agent, as the case may be, shall
      have given the Depositor, the Master Servicer, the Sellers, each other and
      the Holders of the Certificates written notice thereof promptly after a
      Responsible Officer of the Trustee, the Fiscal Agent, the Certificate
      Registrar or the Paying Agent, as the case may be, shall have knowledge
      thereof; provided, however, that failure to give such notice to the
      Depositor, Master Servicer, the Sellers, each other and the Holders of
      Certificates shall not affect the Trustee's, Fiscal Agent's, Certificate
      Registrar's or Paying Agent's, as the case may be, rights to
      indemnification herein unless the Depositor's defense of such claim on
      behalf of the Trust is materially prejudiced thereby;

            (ii) while maintaining control over its own defense, the Trustee,
      the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
      case may be, shall cooperate and consult fully with the Depositor in
      preparing such defense; and

            (iii) notwithstanding anything to the contrary in this Section 7.11,
      the Trust shall not be liable for settlement of any such claim by the
      Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent,
      as the case may be, entered into without the prior consent of the
      Depositor, which consent shall not be unreasonably withheld.

            (b) The provisions of this Section 7.11 shall survive any
termination of this Agreement and the resignation or removal of the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be.

            (c) The Depositor shall indemnify and hold harmless the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
their respective directors, officers, employees or agents and Controlling
Persons from and against any loss, claim, damage or liability, joint or several,
and any action in respect thereof, to which the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees or agents or Controlling Person may become
subject under the 1933 Act, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement or the
Prospectus, or arises out of, or is based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances under which they were
made, not misleading and shall reimburse the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case

                                     -133-
<PAGE>

may be, their respective directors, officers, employees, agents or Controlling
Person for any legal and other expenses reasonably incurred by the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
or any such director, officer, employee, agent or Controlling Person in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action; provided, that the Depositor shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission made in any such Private Placement Memorandum, Preliminary
Prospectus Supplement, Final Prospectus Supplement or Prospectus in reliance
upon and in conformity with written information concerning the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
furnished to the Depositor by or on behalf of such person specifically for
inclusion therein. It is hereby expressly agreed that the only written
information provided by the Trustee, the Fiscal Agent, the Certificate Registrar
or the Paying Agent, as the case may be, for inclusion in the Preliminary
Prospectus Supplement and Final Prospectus Supplement is set forth in the case
of the Trustee in the second, fourth and fifth sentences and in the case of the
Fiscal Agent in the penultimate sentence under the caption entitled "DESCRIPTION
OF THE OFFERED CERTIFICATES--The Trustee and the Fiscal Agent" and in the case
of the Paying Agent, the third and fourth sentences under the "DESCRIPTION OF
THE OFFERED CERTIFICATES--The Paying Agent, Certificate Registrar and the
Authenticating Agent." The Trustee, the Fiscal Agent, the Certificate Registrar
or the Paying Agent, as the case may be, shall immediately notify the Depositor
and the Sellers if a claim is made by a third party with respect to this Section
7.11(c) entitling such person, its directors, officers, employees, agents or
Controlling Person to indemnification hereunder, whereupon the Depositor shall
assume the defense of any such claim (with counsel reasonably satisfactory to
such person) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 7.11(c), unless the Depositor's defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Trustee, the Fiscal Agent or the Paying Agent. The Depositor shall not be
indemnified by the Trust for any expenses incurred by the Depositor arising from
any violation or alleged violation of the 1933 Act or 1934 Act by the Depositor.

            Section 7.12 Fees and Expenses of Trustee, the Fiscal Agent and the
Paying Agent. The Trustee shall be entitled to receive the Trustee Fee (other
than the portion thereof constituting the Paying Agent Fee) and the Paying Agent
shall be entitled to receive the Paying Agent Fee, pursuant to Section
5.3(b)(ii) (which shall not be limited by any provision of law with respect to
the compensation of a trustee of an express trust), for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties respectively, hereunder of the
Trustee and the Paying Agent. The Trustee, the Fiscal Agent and the Paying Agent
shall also be entitled to recover from the Trust all reasonable unanticipated
expenses and disbursements incurred or made by the Trustee, the Fiscal Agent and
the Paying Agent in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and other Persons not regularly in its employ), not
including expenses incurred in the ordinary course of

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performing its duties as Trustee, Fiscal Agent or Paying Agent, respectively,
hereunder, and except any such expense, disbursement or advance as may arise
from the negligence or bad faith of such Person or which is the responsibility
of the Holders of the Certificates hereunder. The provisions of this Section
7.12 shall survive any termination of this Agreement and the resignation or
removal of the Trustee, the Fiscal Agent or the Paying Agent.

            Section 7.13 Collection of Moneys. Except as otherwise expressly
provided in this Agreement, the Trustee and the Paying Agent may demand payment
or delivery of, and shall receive and collect, all money and other property
payable to or receivable by the Trustee or the Paying Agent, as the case may be,
pursuant to this Agreement. The Trustee or the Paying Agent, as the case may be,
shall hold all such money and property received by it as part of the Trust and
shall distribute it as provided in this Agreement. If the Trustee or the Paying
Agent, as the case may be, shall not have timely received amounts to be remitted
with respect to the Mortgage Loans from the Master Servicer, the Trustee or the
Paying Agent, as the case may be, shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee or
the Paying Agent, as the case may be, shall subsequently receive any such
amount, it may withdraw such request.

            Section 7.14.Trustee to Act; Appointment of Successor.

            (a) On and after the time the Master Servicer is terminated pursuant
to this Agreement, the Trustee shall be the successor in all respects to the
Master Servicer in its capacity under this Agreement and the transactions set
forth or provided for therein and shall have all the rights and powers and be
subject to all the responsibilities, duties and liabilities relating thereto and
arising thereafter placed on the Master Servicer by the terms and provisions of
this Agreement; provided, that any failure to perform such duties or
responsibilities caused by the Master Servicer's failure to provide required
information shall not be considered a default by the Trustee hereunder. In
addition, the Trustee shall have no liability relating to (i) the
representations and warranties of the Master Servicer contained in this
Agreement or (ii) any obligation incurred by the Master Servicer prior to its
termination or resignation (including, without limitation, the Master Servicer's
obligation to repay losses resulting from the investment of funds in any account
established under this Agreement), except any ongoing obligations to the Primary
Servicers arising after the termination of the Master Servicer from their
servicing rights and obligations under the applicable Primary Servicing
Agreement. In the Trustee's capacity as such successor, the Trustee shall have
the same limitations on liability granted to the Master Servicer in this
Agreement. As compensation therefor, the Trustee shall be entitled to receive
all the compensation payable to the Master Servicer set forth in this Agreement,
including, without limitation, the Master Servicing Fee.

            (b) Notwithstanding the above, the Trustee (A) may, if the Trustee
is unwilling to so act, or (B) shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint any established commercial
or multifamily mortgage finance institution, servicer or special servicer or
mortgage servicing institution having a net worth of not less than $__________,
meeting such other standards for a successor servicer as are set forth in this
Agreement and with respect to which Rating Agency Confirmation is obtained, as
the successor to the Master Servicer hereunder in the assumption of all of the
responsibilities, duties or liabilities of a servicer as Master Servicer
hereunder. Pending any such appointment, the Trustee

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shall act in such capacity as hereinabove provided. Any entity designated by the
Trustee as successor Master Servicer may be an Affiliate of the Trustee;
provided, that such Affiliate must meet the standards for the Master Servicer as
set forth herein. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree subject to
Section 8.10. The Trustee and such successor shall take such actions, consistent
with this Agreement as shall be necessary to effectuate any such succession. The
Master Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee and successor
servicer all documents and records in its possession in electronic or other form
reasonably requested by the successor servicer to enable the successor servicer
to assume the Master Servicer's functions hereunder and the transfer to the
Trustee or such successor servicer of all amounts which shall at the time be or
should have been deposited by the Master Servicer in the Certificate Account and
any other account or fund maintained with respect to the Certificates or
thereafter be received by the Master Servicer with respect to the Mortgage
Loans. Neither the Trustee nor any other successor servicer shall be deemed to
be in default hereunder by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Master Servicer to deliver, or any delay in delivering, cash,
documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. The Trustee shall be
reimbursed for all of its out-of-pocket expenses incurred in connection with
obtaining such successor Master Servicer by the Trust within 30 days of the
Trustee's submission of an invoice with respect thereto, to the extent such
expenses have not been reimbursed by the Master Servicer as provided herein;
such expenses paid by the Trust shall be deemed to be an Additional Trust
Expense.

            (c) On and after the time the Special Servicer is terminated
pursuant to this Agreement, in accordance with Section 9.30, the Trustee shall
be the successor in all respects to the Special Servicer in its capacity under
this Agreement and the transactions set forth or provided for therein and shall
have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the
Special Servicer by the terms and provisions of this Agreement; provided, that
any failure to perform such duties or responsibilities caused by the Special
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of the Special
Servicer contained in this Agreement or (ii) any obligation incurred by the
Special Servicer prior to its termination or resignation. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability granted to the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable
to the Special Servicer set forth in this Agreement, including, without
limitation the Special Servicer Compensation (other than any Work-Out Fee
payable pursuant to Section 9.11).

            (d) Notwithstanding the above, the Trustee may, if the Trustee shall
be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established
commercial or multifamily mortgage finance institution, special servicer or
mortgage servicing institution having a net worth of not less than $__________,
and meeting such other standards for a successor Special Servicer as are set
forth

                                     -136-
<PAGE>

in Section 9.21, and with respect to which Rating Agency Confirmation is
obtained, as the successor to the Special Servicer hereunder in the assumption
of all of the responsibilities, duties or liabilities of a special servicer as
Special Servicer hereunder. Pending any such appointment, the Trustee shall act
in such capacity as hereinabove provided. Any entity designated by the Trustee
as successor Special Servicer may be an Affiliate of the Trustee; provided, that
such Affiliate must meet the standards for a successor Special Servicer set
forth herein. In connection with such appointment and assumption, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided, that
no such compensation shall be in excess of that permitted to the Special
Servicer under this Agreement. The Trustee and such successor shall take such
actions, consistent with this Agreement as shall be necessary to effectuate any
such succession. The Special Servicer shall cooperate with the Trustee and any
successor Special Servicer in effecting the termination of the Special
Servicer's responsibilities and rights under this Agreement, including, without
limitation, notifying Mortgagors of Specially Serviced Mortgage Loans of the
assignment of the special servicing function and providing the Trustee and
successor Special Servicer all documents and records in its possession in
electronic or other form reasonably requested by the successor Special Servicer
to enable the successor Special Servicer to assume the Special Servicer's
functions hereunder and the transfer to the Trustee or such successor Special
Servicer of all amounts which shall at the time be or should have been deposited
by the Special Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received by the
Special Servicer with respect to the Mortgage Loans. Neither the Trustee nor any
other successor Special Servicer shall be deemed to be in default hereunder by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Special
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Special Servicer. The Trustee shall be reimbursed for all of its
out-of-pocket expenses incurred in connection with obtaining such successor
Special Servicer by the Trust within 30 days of submission of an invoice with
respect thereto but only to the extent such expenses have not been reimbursed by
the Special Servicer as provided herein; and such expenses paid by the Trust
shall be deemed to be an Additional Trust Expense.

            Section 7.15 Notification to Holders. Upon termination of the Master
Servicer, the Paying Agent or the Special Servicer, or appointment of a
successor to the Master Servicer, the Paying Agent or the Special Servicer, the
Trustee shall promptly mail notice thereof by first class mail to the Rating
Agencies, the Operating Adviser, the Sellers and the Certificateholders at their
respective addresses appearing on the Certificate Register.

            Section 7.16 Representations and Warranties of the Trustee, the
Fiscal Agent and the Paying Agent.

            (a) The Trustee hereby represents and warrants as of the date hereof
that:

            (i) the Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws governing its
      creation and existence and has full power and authority to own its
      property, to carry on its business as presently conducted, and to enter
      into and perform its obligations under this Agreement;

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<PAGE>

            (ii) the execution and delivery by the Trustee of this Agreement
      have been duly authorized by all necessary action on the part of the
      Trustee; neither the execution and delivery of this Agreement, nor the
      consummation of the transactions contemplated in this Agreement, nor
      compliance with the provisions of this Agreement, will conflict with or
      result in a breach of, or constitute a default under, (i) any of the
      provisions of any law, governmental rule, regulation, judgment, decree or
      order binding on the Trustee or its properties that would materially and
      adversely affect the Trustee's ability to perform its obligations under
      this Agreement, (ii) the organizational documents of the Trustee, or (iii)
      the terms of any material agreement or instrument to which the Trustee is
      a party or by which it is bound; the Trustee is not in default with
      respect to any order or decree of any court or any order, regulation or
      demand of any federal, state, municipal or other governmental agency,
      which default would materially and adversely affect its performance under
      this Agreement;

            (iii) the execution, delivery and performance by the Trustee of this
      Agreement and the consummation of the transactions contemplated by this
      Agreement do not require the consent, approval, authorization or order of,
      the giving of notice to or the registration with any state, federal or
      other governmental authority or agency, except such as has been or will be
      obtained, given, effected or taken in order for the Trustee to perform its
      obligations under this Agreement;

            (iv) this Agreement has been duly executed and delivered by the
      Trustee and, assuming due authorization, execution and delivery by the
      other parties hereto, constitutes a valid and binding obligation of the
      Trustee, enforceable against the Trustee in accordance with its terms,
      subject, as to enforcement of remedies, to applicable bankruptcy,
      reorganization, insolvency, moratorium and other similar laws affecting
      creditors' rights generally as from time to time in effect, and to general
      principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law); and

            (v) no litigation is pending or, to the Trustee's knowledge,
      threatened, against the Trustee that, either in one instance or in the
      aggregate, would draw into question the validity of this Agreement, or
      which would be likely to impair materially the ability of the Trustee to
      perform under the terms of this Agreement.

            (b) The Fiscal Agent hereby represents and warrants as of the date
hereof that:

            (i) the Fiscal Agent is a foreign banking corporation duly
      organized, validly existing and in good standing under the laws governing
      its creation and existence and has full corporate power and authority to
      own its property, to carry on its business as presently conducted, and to
      enter into and perform its obligations under this Agreement;

            (ii) the execution and delivery by the Fiscal Agent of this
      Agreement have been duly authorized by all necessary corporate action on
      the part of the Fiscal Agent; neither the execution and delivery of this
      Agreement, nor the consummation of the transactions contemplated in this
      Agreement, nor compliance with the provisions of this Agreement, will
      conflict with or result in a breach of, or constitute a default under, (i)
      any of the

                                     -138-
<PAGE>

      provisions of any law, governmental rule, regulation, judgment, decree or
      order binding on the Fiscal Agent or its properties that would materially
      and adversely affect the Fiscal Agent's ability to perform its obligations
      under this Agreement, (ii) the organizational documents of the Fiscal
      Agent, or (iii) the terms of any material agreement or instrument to which
      the Fiscal Agent is a party or by which it is bound; the Fiscal Agent is
      not in default with respect to any order or decree of any court or any
      order, regulation or demand of any federal, state, municipal or other
      governmental agency, which default would materially and adversely affect
      its performance under this Agreement;

            (iii) the execution, delivery and performance by the Fiscal Agent of
      this Agreement and the consummation of the transactions contemplated by
      this Agreement do not require the consent, approval, authorization or
      order of, the giving of notice to, or the registration with, any state,
      federal or other governmental authority or agency, except such as has been
      obtained, given, effected or taken prior to the date hereof;

            (iv) this Agreement has been duly executed and delivered by the
      Fiscal Agent and, assuming due authorization, execution and delivery by
      the other parties hereto, constitutes a valid and binding obligation of
      the Fiscal Agent, enforceable against the Fiscal Agent in accordance with
      its terms, subject, as to enforcement of remedies, to applicable
      bankruptcy, reorganization, insolvency, moratorium and other similar laws
      affecting creditors' rights generally as from time to time in effect, and
      to general principles of equity (regardless of whether such enforceability
      is considered in a proceeding in equity or at law); and

            (v) no litigation is pending or, to the Fiscal Agent's knowledge,
      threatened, against the Fiscal Agent that, either in any one instance or
      in the aggregate, would draw into question the validity of this Agreement,
      or which would be likely to impair materially the ability of the Fiscal
      Agent to perform under the terms of this Agreement.

            (c) The Paying Agent hereby represents and warrants as of the date
hereof that:

            (i) the Paying Agent is a national banking association, duly
      organized, validly existing and in good standing under the laws governing
      its creation and existence and has full power and authority to own its
      property, to carry on its business as presently conducted, and to enter
      into and perform its obligations under this Agreement;

            (ii) the execution and delivery by the Paying Agent of this
      Agreement have been duly authorized by all necessary action on the part of
      the Paying Agent; neither the execution and delivery of this Agreement,
      nor the consummation of the transactions contemplated in this Agreement,
      nor compliance with the provisions of this Agreement, will conflict with
      or result in a breach of, or constitute a default under, (i) any of the
      provisions of any law, governmental rule, regulation, judgment, decree or
      order binding on the Paying Agent or its properties that would materially
      and adversely affect the Paying Agent's ability to perform its obligations
      under this Agreement, (ii) the organizational documents of the Paying
      Agent, or (iii) the terms of any material agreement or instrument to which
      the Paying Agent is a party or by which it is bound; the

                                     -139-
<PAGE>

      Paying Agent is not in default with respect to any order or decree of any
      court or any order, regulation or demand of any federal, state, municipal
      or other governmental agency, which default would materially and adversely
      affect its performance under this Agreement;

            (iii) the execution, delivery and performance by the Paying Agent of
      this Agreement and the consummation of the transactions contemplated by
      this Agreement do not require the consent, approval, authorization or
      order of, the giving of notice to or the registration with any state,
      federal or other governmental authority or agency, except such as has been
      or will be obtained, given, effected or taken in order for the Paying
      Agent to perform its obligations under this Agreement;

            (iv) this Agreement has been duly executed and delivered by the
      Paying Agent and, assuming due authorization, execution and delivery by
      the other parties hereto, constitutes a valid and binding obligation of
      the Paying Agent, enforceable against the Paying Agent in accordance with
      its terms, subject, as to enforcement of remedies, to applicable
      bankruptcy, reorganization, insolvency, moratorium and other similar laws
      affecting creditors' rights generally as from time to time in effect, and
      to general principles of equity (regardless of whether such enforceability
      is considered in a proceeding in equity or at law); and

            (v) there are no actions, suits or proceeding pending or, to the
      best of the Paying Agent's knowledge, threatened, against the Paying Agent
      that, either in one instance or in the aggregate, would draw into question
      the validity of this Agreement, or which would be likely to impair
      materially the ability of the Paying Agent to perform under the terms of
      this Agreement.

            Section 7.17 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Trustee, the Fiscal Agent and the Paying Agent. Each of the
Trustee, the Fiscal Agent and the Paying Agent, at its own respective expense,
shall maintain in effect a Fidelity Bond and a Errors and Omissions Insurance
Policy. The Errors and Omissions Insurance Policy and Fidelity Bond shall be
issued by a Qualified Insurer in form and in amount customary for trustees,
fiscal agents or paying agents in similar transactions (unless the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, self insures as provided
below). In the event that any such Errors and Omissions Insurance Policy or
Fidelity Bond ceases to be in effect, the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, shall obtain a comparable replacement policy
or bond from an insurer or issuer meeting the requirements set forth above as of
the date of such replacement. So long as the long-term debt rating of the
Trustee, the Fiscal Agent or the Paying Agent, as the case may be, is not less
than "___" as rated by ___, if rated by ___ and "____" as rated by ______, if
rated by ______, respectively, the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, may self-insure for the Fidelity Bond and the Errors
and Omissions Insurance Policy.

                                     -140-
<PAGE>

            Section 7.18 Appointment of Luxembourg Paying Agent; Notification to
Certificateholders.

            (a) The Depositor shall maintain a paying agent in Luxembourg (the
"Luxembourg Paying Agent") for payments on the Certificates as well as a
transfer agent in Luxembourg (the "Luxembourg Transfer Agent") for so long as
such Certificates are listed on the Luxembourg Stock Exchange and the rules of
such exchange so require and the Depositor shall pay the reasonable fees of such
Luxembourg Paying Agent and Luxembourg Transfer Agent. The Depositor shall
appoint a successor Luxembourg Paying Agent if necessary. Except as set forth in
this Section 7.18(a), neither the Trustee nor the Paying Agent shall have any
responsibility for the actions or inactions of the Luxembourg Paying Agent,
including any failure of the Luxembourg Paying Agent to make timely
distributions to Certificateholders or beneficial owners (other than any such
failure resulting from the failure of the Paying Agent to timely remit funds but
only to the extent such failure is caused by the Paying Agent's negligence or
willful misconduct). The Certificate Registrar shall not be responsible for
transfers or exchanges requested at the office of the Luxembourg Transfer Agent
in Luxembourg until it receives written notice from such transfer agent,
together with the Certificates to be transferred or exchanged. The Luxembourg
Paying Agent shall each month download copies of all information made available
on the Paying Agent's internet website, print such information and make it
available to the Certificateholders upon request. The Luxembourg Paying Agent
shall not be the Paying Agent and the duties of the Luxembourg Paying Agent
hereunder shall be distinct from the duties of the Paying Agent.

            (b) For so long as the Certificates are listed on the Luxembourg
Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the
Depositor undertakes to cause the Luxembourg Paying Agent to publish all notices
to Certificateholders in a daily newspaper of general circulation in Luxembourg.

            (c) For so long as any of the Certificates are listed on the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so
require, the Paying Agent shall make available or provide the following
information on the Paying Agent's internet website:

            (i) to Clearstream, Euroclear and the Luxembourg Paying Agent
      promptly upon determination, the Pass-Through Rates for the related
      Interest Accrual Period, the amount of principal and interest
      distributable on the related Distribution Date for each Class of
      Certificates, per $_____ initial Certificate Balance or Notional Amount
      and the date each distribution will be made;

            (ii) to the Luxembourg Paying Agent on each Distribution Date, the
      Certificate Balance or Notional Amount of the Certificates;

            (iii) to the Luxembourg Paying Agent promptly following
      availability, each report, certificate or statement required to be
      delivered to the Luxembourg Paying Agent pursuant to Section 5.4;

                                     -141-
<PAGE>

            (iv) to the Luxembourg Paying Agent promptly following receipt
      thereof, all notices and reports regarding any termination of the Trustee
      or Paying Agent or appointment of a successor to the Trustee or Paying
      Agent; and

            (v) to the Luxembourg Paying Agent promptly following receipt
      thereof, all notices and reports regarding any occurrence of an Event of
      Default.

            Information provided, as set forth above, by the Paying Agent to the
Luxembourg Paying Agent shall be supplied by the Luxembourg Paying Agent to the
Luxembourg Stock Exchange. Such information shall be made available to the
Certificateholders at the main office of the Luxembourg Paying Agent.

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 8.1 Servicing Standard; Servicing Duties.

            (a) Subject to the express provisions of this Agreement, for and on
behalf of the Trust and for the benefit of the Certificateholders as a whole,
and, solely as it relates to any A/B Mortgage Loan, for the benefit of the
holder of the related B Note, the Master Servicer shall service and administer
the Mortgage Loans and any B Note in accordance with the Servicing Standard and
the terms of this Agreement. Certain of the provisions of this Article VIII make
explicit reference to their applicability to Mortgage Loans and any B Note;
notwithstanding such explicit references, references to "Mortgage Loans"
contained in this Article VIII, unless otherwise specified, shall be construed
to refer also to such B Note (but any other terms that are defined in Article I
and used in this Article VIII shall be construed according to such definitions
without regard to this sentence).

            In connection with such servicing and administration, the Master
Servicer shall seek to maximize the timely recovery of principal and interest on
the Mortgage Notes in the best economic interests of the Certificateholders as a
whole (or, in the case of any A/B Mortgage Loan, the Certificateholders and the
holder of the related B Note, all taken as a collective whole); provided,
however, that nothing herein contained shall be construed as an express or
implied guarantee by the Master Servicer of the collectability of payments on
the Mortgage Loans or shall be construed as impairing or adversely affecting any
rights or benefits specifically provided by this Agreement to the Master
Servicer, including with respect to Master Servicing Fees or the right to be
reimbursed for Advances.

            (b) The Master Servicer, in the case of an event specified in clause
(x) of this subclause (b), and the Special Servicer, in the case of an event
specified in clause (y) of this subclause (b), shall each send a written notice
to the other and to the Trustee and the Paying Agent, the Operating Adviser,
each Seller and, in the case of an A/B Mortgage Loan, the holder of the related
B Note, within two Business Days after becoming aware (x) that a Servicing
Transfer Event has occurred with respect to a Mortgage Loan or (y) that a
Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall
identify the applicable Mortgage

                                     -142-
<PAGE>

Loan and, in the case of an event specified in clause (x) of this subclause (b)
above, the Servicing Transfer Event that occurred.

            (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if the Master Servicer has actual knowledge of any event giving
rise to a claim under an Environmental Insurance Policy, the Master Servicer or
the applicable Primary Servicer shall notify the Special Servicer to such effect
and the Master Servicer shall take reasonable actions as are in accordance with
the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all
amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any such claim shall be paid by, and reimbursable to, the Master
Servicer as a Servicing Advance.

            (d) In connection with any extension of the Maturity Date of a
Mortgage Loan, the Master Servicer shall give prompt written notice of such
extension to the insurer under the Environmental Insurance Policy and shall
execute such documents as are reasonably required by such insurer to procure an
extension of such policy (if available).

            Section 8.2 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Master Servicer. The Master Servicer, at its expense, shall
maintain in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions
Insurance Policy. The Servicer Errors and Omissions Insurance Policy and
Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the Master
Servicer self insures as provided below) and be in form and amount consistent
with the Servicing Standard. In the event that any such Servicer Errors and
Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the
Master Servicer shall obtain a comparable replacement policy or bond from an
insurer or issuer meeting the requirements set forth above as of the date of
such replacement. So long as the long-term rating of the Master Servicer is not
in any event less than "___" as rated by ___ and "____" as rated by ______,
respectively, the Master Servicer may self-insure for the Servicer Fidelity Bond
and the Servicer Errors and Omissions Insurance Policy.

            Section 8.3 Master Servicer's General Power and Duties.

            (a) The Master Servicer shall service and administer the Mortgage
Loans and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article XII
hereof and as otherwise provided herein and by the Code, have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such servicing and administration in accordance with the
Servicing Standard. To the extent consistent with the foregoing and subject to
any express limitations and provisions set forth in this Agreement (and in the
case of any A/B Mortgage Loan, subject to the Intercreditor Agreement), such
power and authority shall include, without limitation, the right, subject to the
terms hereof, (A) to execute and deliver, on behalf of the Certificateholders
(and in connection with any B Note, the holder of the B Note) and the Trustee,
customary consents or waivers and other instruments and documents (including,
without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments
necessary to preserve and maintain the lien on the related Mortgaged Property
and related collateral), (B) to consent to assignments and

                                     -143-
<PAGE>

assumptions or substitutions, and transfers of interest of any Mortgagor, in
each case subject to and in accordance with the terms of the related Mortgage
Loan and Section 8.7, (C) to collect any Insurance Proceeds, (D) subject to
Section 8.7, to consent to any subordinate financings to be secured by any
related Mortgaged Property to the extent that such consent is required pursuant
to the terms of the related Mortgage or which otherwise is required, and,
subject to Section 8.7, to consent to any mezzanine debt to the extent such
consent is required pursuant to the terms of the related Mortgage; (E) to
consent to the application of any proceeds of insurance policies or condemnation
awards to the restoration of the related Mortgaged Property or otherwise and to
administer and monitor the application of such proceeds and awards in accordance
with the terms of the Mortgage Loan as the Master Servicer deems reasonable
under the circumstances, (F) to execute and deliver, on behalf of the
Certificateholders (and, if applicable, the holder of the B Note) and the
Trustee, documents relating to the management, operation, maintenance, repair,
leasing and marketing of the related Mortgaged Properties, including agreements
and requests by the Mortgagor with respect to modifications of the standards of
operation and management of the Mortgaged Properties or the replacement of asset
managers, (G) to consent to any operation or action under a Mortgage Loan that
is contemplated or permitted under a Mortgage or other documents evidencing or
securing the applicable Mortgage Loan (either as a matter of right or upon
satisfaction of specified conditions), (H) to obtain, release, waive or modify
any term other than a Money Term of a Mortgage Loan and related documents
subject to and to the extent permitted by Section 8.18, (I) to exercise all
rights, powers and privileges granted or provided to the holder of the Mortgage
Notes and any B Note under the terms of the Mortgage, including all rights of
consent or approval thereunder, (J) to enter into lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagor or the Mortgagor's tenants,
(K) to join the Mortgagor in granting, modifying or releasing any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning
requirements with respect to the Mortgaged Properties to the extent such does
not adversely affect the value of the related Mortgage Loan or Mortgaged
Property, (L) to execute and deliver, on behalf of itself, the Trustee, the
Trust (and, if applicable, the holder of the B Note) or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties, and (M) hold in accordance
with the terms of any Mortgage Loan and this Agreement, Defeasance Collateral.
Notwithstanding the above, the Master Servicer shall have no power to (i) waive
any Prepayment Premiums or (ii) consent to any modification of a Money Term of a
Mortgage Loan. Nothing contained in this Agreement shall limit the ability of
the Master Servicer to lend money to (to the extent not secured, in whole or in
part, by any Mortgaged Property), accept deposits from and otherwise generally
engage in any kind of business or dealings with any Mortgagor as though the
Master Servicer was not a party to this Agreement or to the transactions
contemplated hereby; provided, however, that this sentence shall not modify the
Servicing Standard.

            (b) The Master Servicer shall not be obligated to service and
administer the Mortgage Loans which have become and continue to be Specially
Serviced Mortgage Loans, except as specifically provided herein. The Master
Servicer shall be required to make all calculations and prepare all reports
required hereunder with respect to such Specially Serviced Mortgage Loans (other
than calculations and reports expressly required to be made by the Special
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall
continue to

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<PAGE>

collect all Scheduled Payments, make Servicing Advances as set forth herein,
make P&I Advances (but not on any B Note) as set forth herein and render such
incidental services with respect to such Specially Serviced Mortgage Loans, all
as are specifically provided for herein, but shall have no other servicing or
other duties with respect to such Specially Serviced Mortgage Loans. The Master
Servicer shall give notice within three Business Days to the Special Servicer of
any collections it receives from any Specially Serviced Mortgage Loans, subject
to changes agreed upon from time to time by the Special Servicer and the Master
Servicer. The Special Servicer shall instruct within one Business Day after
receiving such notice the Master Servicer on how to apply such funds. The Master
Servicer within one Business Day after receiving such instructions shall apply
such funds in accordance with the Special Servicer's instructions. Each Mortgage
Loan that becomes a Specially Serviced Mortgage Loan shall continue as such
until such Mortgage Loan becomes a Rehabilitated Mortgage Loan. The Master
Servicer shall not be required to initiate extraordinary collection procedures
or legal proceedings with respect to any Mortgage Loan or to undertake any
pre-foreclosure procedures.

            (c) Concurrently with the execution of this Agreement, the Trustee
will sign the Power of Attorney attached hereto as Exhibit S-1. The Master
Servicer, shall promptly notify the Trustee of the execution and delivery of any
document on behalf of the Trustee under such Power-of-Attorney. From time to
time until the termination of the Trust, upon receipt of additional unexecuted
powers of attorney from the Master Servicer or the Special Servicer, the Trustee
shall execute and return to the Master Servicer, the Special Servicer or any of
the Primary Servicers any additional powers of attorney and other documents
necessary or appropriate to enable the Master Servicer and the Special Servicer
to service and administer the Mortgage Loans including, without limitation,
documents relating to the management, operation, maintenance, repair, leasing or
marketing of the Mortgaged Properties. The Master Servicer shall indemnify the
Trustee for any costs, liabilities and expenses (including attorneys' fees)
incurred by the Trustee in connection with the intentional or negligent misuse
of such power of attorney by the Master 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) knowingly take any action that causes the Trustee to be registered to do
business in any state; provided, however, that the preceding clause (i) shall
not apply to the initiation of actions relating to a Mortgage Loan that the
Master Servicer or the Special Servicer, as the case may be, is servicing
pursuant to its respective duties herein (in which case the Master Servicer or
the Special Servicer, as the case may be, shall give three (3) Business Days
prior notice to the Trustee of the initiation of such action). The limitations
of the preceding clause shall not be construed to limit any duty or obligation
imposed on the Trustee under any other provision of this Agreement.

            (d) The Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments
called for under the terms and provisions of the applicable Mortgage Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

            (e) The Master Servicer (or the Primary Servicers on its behalf)
shall segregate and hold all funds collected and received pursuant to any
Mortgage Loan constituting Escrow Amounts separate and apart from any of its own
funds and general assets and shall

                                     -145-
<PAGE>

establish and maintain one or more segregated custodial accounts (each, an
"Escrow Account") into which all Escrow Amounts shall be deposited within one
(1) Business Day after receipt. Each Escrow Account shall be an Eligible
Account, except with respect to Mortgage Loans identified on Schedule VI for
which Escrow Accounts shall be transferred to Eligible Accounts at the earliest
date permitted under the related Mortgage Loan documents. The Master Servicer
shall also deposit into each Escrow Account any amounts representing losses on
Eligible Investments pursuant to the immediately succeeding paragraph and any
Insurance Proceeds or Liquidation Proceeds which are required to be applied to
the restoration or repair of any Mortgaged Property pursuant to the related
Mortgage Loan. Each Escrow Account shall be maintained in accordance with the
requirements of the related Mortgage Loan and in accordance with the Servicing
Standard. Withdrawals from an Escrow Account may be made only:

            (i) to effect timely payments of items constituting Escrow Amounts
      for the related Mortgage Loan;

            (ii) to transfer funds to the Certificate Account (or any
      sub-account thereof) to reimburse the Master Servicer for any Advance
      relating to Escrow Amounts, but only from amounts received with respect to
      the related Mortgage Loan which represent late collections of Escrow
      Amounts thereunder;

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

            (iv) to clear and terminate such Escrow Account upon the termination
      of this Agreement or pay-off of the related Mortgage Loan;

            (v) to pay from time to time to the related Mortgagor any interest
      or investment income earned on funds deposited in the Escrow Account if
      such income is required to be paid to the related Mortgagor under
      applicable law or by the terms of the Mortgage Loan, or otherwise to the
      Master Servicer; and

            (vi) to remove any funds deposited in a Escrow Account that were not
      required to be deposited therein or to refund amounts to the Mortgagors
      determined to be overages.

            Subject to the immediately succeeding sentence, (i) the Master
Servicer may direct any depository institution or trust company in which the
Escrow Accounts are maintained to invest the funds held therein in one or more
Eligible Investments; provided, however, that such funds shall be either (x)
immediately available or (y) available in accordance with a schedule which will
permit the Master Servicer to meet the payment obligations for which the Escrow
Account was established; (ii) the Master Servicer shall be entitled to all
income and gain realized from any such investment of funds as additional
servicing compensation; and (iii) the Master Servicer shall deposit from its own
funds in the applicable Escrow Account the amount of any loss incurred in
respect of any such investment of funds immediately upon the realization of such
loss. The Master Servicer shall not direct the investment of funds held in any
Escrow Account and retain the income and gain realized therefrom if the terms of
the related Mortgage Loan or applicable law permit the Mortgagor to be entitled
to the income and gain realized from

                                     -146-
<PAGE>

the investment of funds deposited therein, and the Master Servicer shall not be
required to invest amounts on deposit in Escrow Accounts in Eligible Investments
or Eligible Accounts to the extent that the Master Servicer is required by
either law or under the terms of any related Mortgage Loan to deposit or invest
(or the Mortgagor is entitled to direct the deposit or investment of) such
amounts in another type of investments or accounts. In the event the Master
Servicer is not entitled to direct the investment of such funds, (1) the Master
Servicer shall direct the depository institution or trust company in which such
Escrow Accounts are maintained to invest the funds held therein in accordance
with the Mortgagor's written investment instructions, if the terms of the
related Mortgage Loan or applicable law require the Master Servicer to invest
such funds in accordance with the Mortgagor's directions; and (2) in the absence
of appropriate written instructions from the Mortgagor, the Master Servicer
shall have no obligation to, but may be entitled to, direct the investment of
such funds; provided, however, that in either event (i) such funds shall be
either (y) immediately available or (z) available in accordance with a schedule
which will permit the Master Servicer to meet the payment obligations for which
the Escrow Account was established, and (ii) the Master Servicer shall have no
liability for any loss in investments of such funds that are invested pursuant
to written instructions from the Mortgagor.

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

            (g) With respect to each Mortgage Loan, if required by the terms of
the related Mortgage Loan, any Lock-Box Agreement or similar agreement, the
Master Servicer shall establish and maintain, in accordance with the Servicing
Standard, one or more lock-box, cash management or similar accounts ("Lock-Box
Accounts") to be held outside the Trust and maintained by the Master Servicer in
accordance with the terms of the related Mortgage. No Lock-Box Account is
required to be an Eligible Account, unless otherwise required pursuant to the
related Mortgage Loan documents. The Master Servicer shall apply the funds
deposited in such accounts in accordance with terms of the related Mortgage Loan
documents, any Lock-Box Agreement and in accordance with the Servicing Standard.

            (h) The Master Servicer or the Primary Servicers on its behalf shall
process all defeasances of Mortgage Loans in accordance with the terms of the
Mortgage Loan documents, and shall be entitled to any fees paid relating
thereto. The Master Servicer shall not permit defeasance (or partial defeasance
if permitted under the Mortgage Loan) of any Mortgage Loan on or before the
second anniversary of the Closing Date unless such defeasance will not result in
an Adverse REMIC Event and the Master Servicer has received an opinion of
counsel to such effect and all items in the following sentence have been
satisfied. Subsequent to the second anniversary of the Closing Date, the Master
Servicer, in connection with the defeasance of a Mortgage Loan shall require (to
the extent it is not inconsistent with the Servicing Standard) that: (i) the
defeasance collateral consists of U.S. Treasury obligations, (ii) the Master
Servicer has determined that the defeasance will not result in an Adverse REMIC
Event, (iii) either (A) the related Mortgagor designates a Single-Purpose Entity
(if the Mortgagor no longer complies) to own the Defeasance Collateral (subject
to customary qualifications) or (B) the Master Servicer has established a
Single-Purpose Entity to hold all Defeasance Collateral relating to the
Defeasance Loans, (iv) the Master Servicer has requested and received from the
Mortgagor (A)

                                     -147-
<PAGE>

an opinion of counsel that the Trustee will have a perfected, first priority
security interest in such Defeasance Collateral and (B) written confirmation
from a firm of independent accountants stating that payments made on such
Defeasance Collateral in accordance with the terms thereof will be sufficient to
pay the subject Mortgage Loan (or the defeased portion thereof in connection
with a partial defeasance) in full on or before its Maturity Date (or, in the
case of the ARD Loan, on or before its Anticipated Repayment Date) and to timely
pay each subsequent Scheduled Payment, (v)(A) a Rating Agency Confirmation is
received if the Mortgage Loan (together with any other Mortgage Loan with which
it is cross-collateralized) has a Principal Balance greater than the lesser of
$__________ and _% of the Aggregate Certificate Balance (or such higher
threshold as shall be published by ___), unless such Rating Agency has waived in
writing such Rating Agency Confirmation requirement or (B) if the Mortgage Loan
is less than or equal to both of the amounts set forth in clause (A), either a
Notice and Certification in the form attached hereto as Exhibit Z (or such less
restrictive form as shall be adopted by ___) or a Rating Agency Confirmation is
received from ___ and (vi) a Rating Agency Confirmation is received if the
Mortgage Loan is one of the ten largest Mortgage Loans, by Principal Balance.
Any customary and reasonable out-of-pocket expense incurred by the Master
Servicer pursuant to this Section 8.3(h) shall be paid by the Mortgagor of the
Defeasance Loan pursuant to the related Mortgage, Mortgage Note or other
pertinent document, if so allowed by the terms of such documents.

            The parties hereto acknowledge that, (a) if the payments described
in paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding
the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance of the related Mortgage Loan are insufficient to
reimburse the Trust, or (b) if the Trust incurs any Additional Trust Expense
associated solely with the release of collateral that is not required to be paid
by a Mortgagor pursuant to the related Mortgage Loan documents (and such
Additional Trust Expense is not paid by the Mortgagor), including, but not
limited to, rating agency fees, then in either case the sole obligation of the
related Seller shall be to pay an amount equal to such insufficiency or expense
to the extent the related Mortgagor is not required to pay them. Promptly upon
receipt of notice of such insufficiency or unpaid expense, the Master Servicer
shall request the related Seller to make such payment by deposit to the
Certificate Account.

            In the case of a Specially Serviced Mortgage Loan, the Master
Servicer shall process any defeasance of such Specially Serviced Mortgage Loan
in accordance with the original terms of the respective Mortgage Loan documents
following a request by the Special Servicer that the Master Servicer do so,
which request shall be accompanied by a waiver of any condition of defeasance
that an "event of default" under such Specially Serviced Mortgage Loan not have
occurred or be continuing, and the Master Servicer shall be entitled to any fees
paid relating to such defeasance. If such "event of default" is on account of an
uncured payment default, the Special Servicer will process the defeasance of
such Specially Serviced Mortgage Loan, and the Special Servicer shall be
entitled to any fees paid relating to such defeasance.

            (i) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a ground lease, confirm
whether or not on or prior to the date that is thirty (30) days after the
Closing Date, the Mortgage Loan Seller has notified the related ground lessor of
the transfer of such Mortgage Loan to the Trust pursuant to this Agreement and
informed such ground lessor that any notices of default under the related Ground

                                     -148-
<PAGE>

Lease should thereafter be forwarded to the Master Servicer (as evidenced by
delivery of a copy thereof to the Master Servicer). The Master Servicer shall
promptly notify the ground lessor if the Mortgage Loan Seller has failed to do
so by the thirtieth day after the Closing Date.

            (j) Pursuant to an Intercreditor Agreement, the owner of any B Note
has agreed that the Master Servicer and the Special Servicer are authorized and
obligated to service and administer the B Note pursuant to this Agreement. The
Master Servicer shall be entitled, during any period when the A Note and B Note
under any A/B Mortgage Loan do not constitute Specially Serviced Mortgage Loans,
to exercise the rights and powers granted under the related Intercreditor
Agreement to the "Note A Holder" and/or the "Servicer" referred to therein. For
the avoidance of doubt, the parties acknowledge that neither the Master Servicer
nor the Special Servicer shall be entitled or required to exercise the rights
and powers granted to any "Note B Holder" as defined under any Intercreditor
Agreement.

            Section 8.4 Primary Servicing and Sub-Servicing.

            (a) The parties hereto (A) acknowledge that the Master Servicer has
delegated certain of its obligations and assigned certain of its rights under
this Agreement to each of the Primary Servicers pursuant to the applicable
Primary Servicing Agreements; and (B) agree: (1) in addition to those
obligations specifically delegated by the Master Servicer to each Primary
Servicer under the applicable Primary Servicing Agreement, each Primary Servicer
shall also perform the Master Servicer's obligations set forth in Section 2.1(d)
of this Agreement as such Section relates to the Mortgage Loans serviced by it;
(2) in addition to those rights specifically granted by the Master Servicer to
each Primary Servicer under the applicable Primary Servicing Agreement, those
rights set forth in Section 8.24 hereof accruing to the benefit of the Master
Servicer shall also accrue to the benefit of each Primary Servicer; (3) any
indemnification or release from liability set forth in this Agreement accruing
to the benefit of the Master Servicer shall also, to the extent applicable,
benefit each Primary Servicer; and (4) for each notice, certification, report,
schedule, statement or other type of writing that a party hereto is obligated to
deliver to the Master Servicer, such party shall deliver to each Primary
Servicer a copy of such notice, certification, report, schedule, statement or
other type of writing at the time and in the same manner that any of the
foregoing is required to be delivered to the Master Servicer. Notwithstanding
the provisions of any Primary Servicing Agreement or any other provisions of
this Agreement, the Master Servicer shall remain obligated and liable to the
Trustee, the Paying Agent, the Special Servicer, the Certificateholders and the
holder of any B Note for servicing and administering of the Mortgage Loans in
accordance with the provisions of this Agreement to the same extent as if the
Master Servicer was alone servicing and administering the Mortgage Loans. The
Master Servicer or applicable Primary Servicer shall supervise, administer,
monitor, enforce and oversee the servicing of the applicable Mortgage Loans by
any Sub-Servicer appointed by it. The terms of any arrangement or agreement
between the Master Servicer or applicable Primary Servicer and a Sub-Servicer
shall provide that such agreement or arrangement may be terminated, without
cause and without the payment of any termination fees, by the Trustee in the
event such Master Servicer or applicable Primary Servicer is terminated in
accordance with this Agreement or the applicable Primary Servicing Agreement. In
addition, none of the Trustee, the Paying Agent, the Certificateholders or the
holder of any B Note shall have any direct obligation or liability (including,
without limitation, indemnification obligations) with respect to any
Sub-Servicer. The Master Servicer or applicable Primary Servicer shall pay the
costs of enforcement

                                     -149-
<PAGE>

against any of its Sub-Servicers at its own expense, but shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement only
to the extent that such recovery exceeds all amounts due in respect of the
related Mortgage Loans or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is directed.
Notwithstanding the provisions of any primary servicing agreement or
sub-servicing agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer or applicable Primary
Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer
or otherwise, the Master Servicer or applicable Primary Servicer shall remain
obligated and liable to the Trustee, the Paying Agent, the Special Servicer and
the Certificateholders for the servicing and administering of the applicable
Mortgage Loans in accordance with (and subject to the limitations contained
within) the provisions of this Agreement or the applicable Primary Servicing
Agreement without diminution of such obligation or liability by virtue of
indemnification from a Sub-Servicer and to the same extent and under the same
terms and conditions as if the Master Servicer or applicable Primary Servicer
alone were servicing and administering the Mortgage Loans.

            (b) Subject to the limitations of subsection (a), the Master
Servicer and either Primary Servicer may appoint one or more sub-servicers
(each, a "Sub-Servicer") to perform all or any portion of its duties hereunder
for the benefit of the Trustee and the Certificateholders; provided, however,
that any decision or recommendation involving the exercise of a Primary
Servicer's discretion as a "lender" under any loan document with respect to a
Mortgage Loan shall be exercised only by the Primary Servicer and may not be
delegated to a Sub-Servicer.

            The Master Servicer shall enter into the Primary Servicing
Agreements with each of the Primary Servicers and shall not terminate such
agreements except in accordance with the terms thereof. To the extent consistent
with the rights of the Primary Servicers under this Agreement and the related
Primary Servicing Agreement, but not in limitation of any other rights granted
to the Primary Servicers in this Agreement and/or in the Primary Servicing
Agreements, each of the Primary Servicers shall have all of the rights and
obligations of a Sub-Servicer set forth herein.

            Notwithstanding any other provision set forth in this Agreement to
the contrary, (i) each Primary Servicer's rights and obligations under its
respective Primary Servicing Agreement shall expressly survive a termination of
the Master Servicer's servicing rights under this Agreement; provided that the
applicable Primary Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor Master Servicer, including, without
limitation, the Trustee (if it assumes the servicing obligations of the Master
Servicer) shall be deemed to automatically assume and agree to 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 a Primary
Servicer hereunder and/or under the applicable Primary Servicing Agreement,
without the prior written consent of such Primary Servicer (which consent shall
not be unreasonably withheld).

            If a task, right or obligation of Master Servicer is delegated to a
Primary Servicer under a Primary Servicing Agreement, and such task, right or
obligation involves or requires the consent of the Special Servicer, then the
Special Servicer shall accept the performance of such

                                     -150-
<PAGE>

task, right or obligation by the Primary Servicer in accordance with the terms
of this Agreement (including without limitation any time periods for consent or
deemed consent to be observed by the Special Servicer) as if Master Servicer
were performing it.

            Notwithstanding any provision of this Agreement, each of the parties
hereto acknowledges and agrees that the Special Servicer is neither a party to
any Primary Servicing Agreement, nor is it bound by any provision of any Primary
Servicing Agreement. The Special Servicer hereby acknowledges the delegation of
rights and duties hereunder by the Master Servicer pursuant to the provisions of
each Primary Servicing Agreement.

            Section 8.5 Servicers May Own Certificates. The Master Servicer and
any Primary Servicer and any agent of the Master Servicer or Primary Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Master
Servicer or such agent. Any such interest of the Master Servicer or Primary
Servicer or such agent in the Certificates shall not be taken into account when
evaluating whether actions of the Master Servicer are consistent with its
obligations in accordance with the Servicing Standard regardless of whether such
actions may have the effect of benefiting the Class or Classes of Certificates
owned by the Master Servicer.

            Section 8.6 Maintenance of Hazard Insurance, Other Insurance, Taxes
and Other. Subject to the limitations set forth below, the Master Servicer shall
use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgage Loan (other than any REO
Mortgage Loan) (A) a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount that is at least equal to the lesser
of (i) the full replacement cost of improvements securing such Mortgage Loan or
(ii) the outstanding Principal Balance of such REO Mortgage Loan, but, in any
event, in an amount sufficient to avoid the application of any co-insurance
clause and (B) any other insurance coverage for a Mortgage Loan which the
related Mortgagor is required to maintain under the related Mortgage, provided
the Master Servicer shall not be required to maintain earthquake insurance on
any Mortgaged Property unless such insurance was required at origination and is
available at commercially reasonable rates; provided, however, that the Special
Servicer shall have the right, but not the duty, to obtain, at the Trust's
expense, earthquake insurance on any Mortgaged Property securing a Specially
Serviced Mortgage Loan or an REO Property so long as such insurance is available
at commercially reasonable rates. If the related Mortgagor does not maintain the
insurance set forth in clauses (A) and (B) above, then the Master Servicer shall
cause to be maintained such insurance with a Qualified Insurer.

            Each Standard Hazard Insurance Policy maintained with respect to any
Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If the
improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register,
as amended from time to time (to the extent permitted under the related Mortgage
Loan or as required by law), the Master Servicer (with respect to any Mortgaged
Property that is not an REO Property) shall cause flood insurance to be
maintained. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan or (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program, if the

                                     -151-
<PAGE>

area in which the improvements on the Mortgaged Property are located is
participating in such program. Any amounts collected by the Master Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the terms of the applicable
Mortgage Loan) shall be deposited in the Certificate Account.

            Any cost (such as insurance premiums and insurance broker fees but
not internal costs and expenses of obtaining such insurance) incurred by the
Master Servicer in maintaining any insurance pursuant to this Section 8.6 shall
not, for the purpose of calculating monthly distributions to the
Certificateholders or remittances to the Paying Agent for their benefit, be
added to the Principal Balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan permit such cost to be added to the outstanding
Principal Balance thereof. Such costs shall be paid as a Servicing Advance by
the Master Servicer, subject to Section 4.4 hereof.

            Notwithstanding the above, the Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, the Master
Servicer shall not be required in any event to maintain or obtain insurance
coverage beyond what is reasonably available at a cost customarily acceptable
and consistent with the Servicing Standard.

            The Master Servicer shall conclusively be deemed to have satisfied
its obligations as set forth in this Section 8.6 either (i) if the Master
Servicer shall have obtained and maintained a master force placed or blanket
insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer or (ii) if the Master Servicer, provided that its long-term rating is
not less than "__" by ___ and "__" by ______, self-insures for its obligations
as set forth in the first paragraph of this Section 8.6. In the event that the
Master Servicer shall cause any Mortgage Loan to be covered by such a master
force placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by the Master
Servicer as a Servicing Advance. If such policy contains a deductible clause,
the Master Servicer shall, if there shall not have been maintained on the
related Mortgaged Property a policy complying with this Section 8.6 and there
shall have been a loss that would have been covered by such policy, deposit in
the Certificate Account the amount not otherwise payable under such master force
placed or blanket insurance policy because of such deductible clause to the
extent that such deductible exceeds (i) the deductible under the related
Mortgage Loan or (ii) if there is no deductible limitation required under the
Mortgage Loan, the deductible amount with respect to insurance policies
generally available on properties similar to the related Mortgaged Property
which is consistent with the Servicing Standard, and deliver to the Trustee an
Officer's Certificate describing the calculation of such amount. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on its behalf and on behalf of the Trustee,
claims under any such master force placed or blanket insurance policy.

                                     -152-
<PAGE>

            With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance
premiums payable with respect thereto. From time to time, the Master Servicer
(other than with respect to REO Mortgage Loans) shall (i) obtain all bills for
the payment of such items (including renewal premiums), and (ii) except in the
case of Mortgage Loans under which Escrow Amounts are not held by the Master
Servicer, effect payment of all such bills, taxes and other assessments with
respect to such Mortgaged Properties prior to the applicable penalty or
termination date, in each case employing for such purpose Escrow Amounts as
allowed under the terms of the related Mortgage Loan. If a Mortgagor fails to
make any such payment on a timely basis or collections from the Mortgagor are
insufficient to pay any such item before the applicable penalty or termination
date, the Master Servicer in accordance with the Servicing Standard shall use
its reasonable efforts to pay as a Servicing Advance the amount necessary to
effect the payment of any such item prior to such penalty or termination date,
subject to Section 4.4 hereof. No costs incurred by the Master Servicer, the
Trustee or the Fiscal Agent as the case may be, in effecting the payment of
taxes and assessments on the Mortgaged Properties and related insurance premiums
and ground rents shall, for the purpose of calculating distributions to
Certificateholders, be added to the Principal Balance of the Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans permit such costs to be
added to the outstanding Principal Balances of such Mortgage Loans.

            Section 8.7 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Due-On-Encumbrance Clause.

            (a) In the event the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan (other than a
Specially Serviced Mortgage Loan) that expressly permits, subject to any
conditions set forth in the Mortgage Loan documents, the assignment of the
related Mortgaged Property to, and assumption of such Mortgage Loan by, another
Person, the Master Servicer shall obtain relevant information for purposes of
evaluating such request. For the purpose of the foregoing sentence, the term
`expressly permits' shall include 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 assignment, the Master Servicer shall provide to the
Special Servicer (and solely with respect to any A/B Mortgage Loan, the holder
of the B Note) a copy of such recommendation and the materials upon which such
recommendation is based (which information shall consist of the information to
be included in the Assignment and Assumption Submission to Special Servicer, in
the form attached hereto as Exhibit U) and (A) the Special Servicer shall have
the right hereunder to grant or withhold consent to any such request for such
assignment and assumption in accordance with the terms of the Mortgage Loan and
this Agreement, and the Special Servicer shall not unreasonably withhold such
consent and any such decision of the Special Servicer shall be in accordance
with the Servicing Standard, (B) failure of the Special Servicer to notify the
Master Servicer in writing, within five (5) Business Days following the Master
Servicer's delivery of the recommendation described above and the complete
Assignment and Assumption Submission to Special Servicer on which the
recommendation is based, of its determination to grant or withhold such consent
shall be deemed to constitute a grant of such consent and (C) the Master
Servicer shall not permit any such assignment or assumption unless it has
received the written consent of the Special

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Servicer or such consent has been deemed to have been granted as described in
the preceding sentence. The Special Servicer hereby acknowledges the delegation
of rights and duties hereunder by the Master Servicer pursuant to the provisions
of each Primary Servicing Agreement. If the Special Servicer withholds consent
pursuant to the provisions of this Agreement, it shall provide the Master
Servicer or any applicable Primary Servicer with a written statement and a
verbal explanation as to its reasoning and analysis. Upon consent or deemed
consent by the Special Servicer to such proposed assignment and assumption, the
Master Servicer shall process such request of the related Mortgagor and shall be
authorized to enter into an assignment and assumption or substitution agreement
with the Person 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 Mortgage 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 create
any lien on a Mortgaged Property that is senior to, or on parity with, the lien
of the related Mortgage. To the extent permitted by applicable law, the Master
Servicer shall not enter into such an assumption or substitution agreement
unless the credit status of the prospective new Mortgagor is in conformity to
the terms of the related Mortgage Loan documents. In making its recommendation,
the Master Servicer shall evaluate such conformity in accordance with the
Servicing Standard. The Master Servicer shall notify the Trustee, the Paying
Agent and the Special Servicer of any assignment and assumption or substitution
agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be
entitled to (as additional servicing compensation) __% of any assumption fee
collected from a Mortgagor in connection with an assignment and assumption or
substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this
Section 8.7(a) and the Special Servicer shall be entitled to (as additional
special servicing compensation) the other __% of such fee.

            Notwithstanding the foregoing, the Special Servicer acknowledges
that the Master Servicer has delegated certain tasks, rights and obligations to
Primary Servicers with respect to Post Closing Requests (as defined in the
Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. The
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreements), in which Primary
Servicer has certain authority to evaluate and process such requests in
accordance with this Agreement, the applicable Primary Servicing Agreement and
applicable Mortgage Loan documents.

            With respect to a Category 1 Request that involves a condition, term
or provision that requires, or specifies a standard of, consent or approval of
the applicable Mortgagee under the Mortgage Loan documents, the Primary
Servicing Agreements provide for Master Servicer's determination of materiality
of such condition, term or provision requiring approval or consent and the
referral of such condition, term or provision to a Special Servicer for consent
in accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or delegated rights over Post Closing Requests than are
set forth in the Primary Servicing Agreement.

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            Neither the Master Servicer nor the Special Servicer shall have any
liability, and shall be indemnified by the Trust for any liability to the
Mortgagor or the proposed assignee, for any delay in responding to requests for
assumption, if the same shall occur as a result of the failure of the Rating
Agencies, or any of them, to respond to such request in a reasonable period of
time.

            (b) Other than with respect to the assignment and assumptions
referred to in subsection (a) above, if any Mortgage Loan that is not a
Specially Serviced Mortgage Loan contains a provision in the nature of a
"due-on-sale" clause, which by its terms (i) provides that such Mortgage Loan
shall (or may at the mortgagee's option) become due and payable upon the sale of
the related Mortgaged Property, or (ii) provides that such Mortgage Loan may not
be assumed without the consent of the related mortgagee in connection with any
such sale or other transfer, then, the Master Servicer shall review and make a
determination to either (i) enforce such due-on-sale clause or (ii) if in the
best economic interest of the Trust, waive the effect of such provision, such
waiver to be processed in the same manner as in Section 8.7(a); provided,
however, that if the Principal Balance of such Mortgage Loan (together with any
other Mortgage Loan with which it is cross-collateralized) at such time equals
or exceeds __% of the Aggregate Certificate Balance or is one of the then
current top 10 loans (by Principal Balance) in the pool, then prior to waiving
the effect of such provision, the Master Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, the Master Servicer shall prepare and deliver to ___ and ______ a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Master Servicer shall promptly forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the Special Servicer, the Paying
Agent and the Trustee, and the Master Servicer shall promptly thereafter forward
such documents to the Rating Agencies. The Special Servicer and the Master
Servicer shall each be entitled to (as additional compensation) __% of any fee
collected from a Mortgagor in connection with the granting or withholding such
consent.

            (c) The Master Servicer shall have the right to consent to any
transfers of an interest of a Mortgagor, to the extent such transfer is allowed
under the terms of the related Mortgage Loan, including any consent to transfer
to any subsidiary or affiliate of Mortgagor or to a person acquiring less than a
majority interest in the Mortgagor; provided, however, that if (i) the Principal
Balance of such Mortgage Loan (together with any other Mortgage Loan with which
it is cross-collateralized) at such time equals or exceeds _% of the Aggregate
Certificate Balance or is one of the then current top 10 loans (by Principal
Balance) in the pool, and (ii) the transfer is of an interest in the Mortgagor
greater than __%, then prior to consenting, the Master Servicer shall obtain a
Rating Agency Confirmation regarding such consent, the costs of which to be
payable by the related Mortgagor to the extent provided for in the Mortgage Loan
documents. The Master Servicer shall be entitled to collect and receive from
Mortgagors any customary fees in connection with such transfers of interest as
additional servicing compensation.

            (d) The Trustee for the benefit of the Certificateholders and the
holder of any B Note shall execute any necessary instruments in the form
presented to it by the Master Servicer (pursuant to subsection (a)) or the
Special Servicer (pursuant to subsection (b)) for such assignments and
assumptions agreements. Upon the closing of the transactions contemplated by

                                     -155-
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such documents, the Master Servicer or the Special Servicer, as the case may be,
shall cause the originals of the assignment and assumption agreement, the
release (if any), or the modification or supplement to the Mortgage Loan to be
delivered to the Trustee except to the extent such documents have been submitted
to the recording office, in which event the Master Servicer shall promptly
deliver copies of such documents to the Trustee and the Special Servicer.

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

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

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

then, as long as such Mortgage Loan is included in the Trust, the Master
Servicer, on behalf of the Trustee as the Mortgagee of record, shall exercise
(or, subject to Section 8.18, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard, the following
paragraph and Section 8.18 hereof. The Master Servicer shall not waive the
effect of such provision without first obtaining Rating Agency Confirmation
regarding such waiver and complying with the provisions of the next succeeding
paragraph.

            Without limiting the generality of the preceding paragraph, in the
event that the Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause, the Master Servicer shall obtain relevant
information for purposes of evaluating such request for a waiver. If the Master
Servicer recommends to waive such clause, the Master Servicer shall provide to
the Special Servicer a copy of such recommendation and the materials upon which
such recommendation is based (which information shall consist of the information
to be included in the Additional Lien, Monetary Encumbrance and Mezzanine
Financing Submission Package to the Special Servicer, in the form attached
hereto as Exhibit V) and (A) the Special Servicer shall have the right hereunder
to grant or withhold consent to any such request in accordance with the terms of
the Mortgage Loan and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the Special Servicer on which the recommendation is based,
of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the Master Servicer shall not permit
any such waiver unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described in
the preceding sentence. If the Special Servicer withholds consent pursuant to
the foregoing provisions, it shall provide the Master Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by

                                     -156-
<PAGE>

the Special Servicer to such proposed waiver, the Master Servicer shall process
such request of the related Mortgagor subject to the other requirements set
forth above.

            The parties hereto acknowledge that, if the payments described in
paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses of obtaining
any Rating Agency Confirmation in connection with an assumption of the related
Mortgage Loan are insufficient to reimburse the Trust, then it shall be the sole
obligation of the related Seller to pay an amount equal to such insufficiency to
the extent the related Mortgagor is not required to pay them. Promptly upon
receipt of notice of such insufficiency, the Master Servicer or the Special
Servicer, as applicable, shall request the related Seller to make such payment
by deposit to the Certificate Account. The Master Servicer may not waive such
payment by the Mortgagor.

            Section 8.8 Trustee to Cooperate; Release of Trustee Mortgage Files.
Upon the payment in full of any Mortgage Loan, the complete defeasance of a
Mortgage Loan, satisfaction or discharge in full of any Specially Serviced
Mortgage Loan, the purchase of an A Note by the holder of a B Note pursuant to
the related Intercreditor Agreement, or the receipt by the Master Servicer of a
notification that payment in full (or such payment, if any, in connection with
the satisfaction and discharge in full of any Specially Serviced Mortgage Loan)
will be escrowed in a manner customary for such purposes, and upon notification
by the Master Servicer in the form of a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Certificate Account have been or will be so deposited) of a Servicing Officer
and a request for release of the Trustee Mortgage File in the form of Exhibit C
hereto the Trustee shall promptly release the related Trustee Mortgage File to
the Master Servicer and the Trustee shall execute and deliver to the Master
Servicer the deed of reconveyance or release, satisfaction or assignment of
mortgage or such instrument releasing the lien of the Mortgage, as directed by
the Master Servicer together with the Mortgage Note with written evidence of
cancellation thereon. The provisions of the immediately preceding sentence shall
not, in any manner, limit or impair the right of the Master Servicer to execute
and deliver, on behalf of the Trustee, the Certificateholders, the holder of any
B Note or any of them, any and all instruments of satisfaction, cancellation or
assignment without recourse, representation or warranty, or of partial or full
release or discharge and all other comparable instruments, with respect to the
Mortgage Loans or any B Note, and with respect to the Mortgaged Properties held
for the benefit of the Certificateholders and the holder of any B Note. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Distribution Account but shall be paid
by the Master Servicer except to the extent that such expenses are paid by the
related Mortgagor in a manner consistent with the terms of the related Mortgage
and applicable law. From time to time and as shall be appropriate for the
servicing of any Mortgage Loan, including for such purpose, collection under any
policy of flood insurance, any Servicer Fidelity Bond or Errors and Omissions
Policy, or for the purposes of effecting a partial or total release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Trustee Mortgage File, the Trustee shall, upon request of the
Master Servicer and the delivery to the Trustee of a Request for Release signed
by a Servicing Officer, in the form of Exhibit C hereto, release the Trustee
Mortgage File to the Master Servicer or the Special Servicer, as the case may
be.

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<PAGE>

            Section 8.9 Documents, Records and Funds in Possession of Master
Servicer to Be Held for the Trustee for the Benefit of the Certificateholders.
Notwithstanding any other provisions of this Agreement, the Master Servicer
shall transmit to the Trustee, to the extent required by this Agreement, all
documents and instruments coming into the possession of the Master Servicer from
time to time and shall account fully to the Trustee and the Paying Agent for any
funds received or otherwise collected thereby, including Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files
and funds collected or held by, or under the control of, the Master Servicer in
respect of any Mortgage Loans (or any B Note), whether from the collection of
principal and interest payments or from Liquidation Proceeds or Insurance
Proceeds, including any funds on deposit in the Certificate Account (or any A/B
Loan Custodial Account), shall be held by the Master Servicer for and on behalf
of the Trustee and the Certificateholders (or the holder of any B Note, as
applicable) and shall be and remain the sole and exclusive property of the
Trustee, subject to the applicable provisions of this Agreement. The Master
Servicer agrees that it shall not create, incur or subject any Servicer Mortgage
Files or Trustee Mortgage File or any funds that are deposited in the
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee or the Paying Agent, to any claim,
lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Servicer Mortgage Files or Trustee Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that the
Master Servicer shall be entitled to receive from any such funds any amounts
that are properly due and payable to the Master Servicer under this Agreement.

            Section 8.10 Servicing Compensation.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to the Master Servicing Fee, which shall be payable
by the Trust from amounts held in the Certificate Account (and from the related
A/B Loan Custodial Account to the extent related solely to a B Note) or
otherwise collected from the Mortgage Loans as provided in Section 5.2. The
Master Servicer shall be required to pay to each Primary Servicer its related
Primary Servicing Fees, which shall be payable by the Trust from amounts as
provided in Section 5.1(c), unless retained by the Primary Servicers from
amounts transferred to the Master Servicer in accordance with the terms of the
Primary Servicing Agreements. The Master Servicer shall be required to pay to
the holders of the rights to the Excess Servicing Fees, the Excess Servicing
Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless
otherwise retained by the holders of such rights. Notwithstanding anything
herein to the contrary, if any of the holders of the right to receive Excess
Servicing Fees resigns or is no longer Master Servicer or Primary Servicer, as
applicable, for any reason, it will continue to have the right to receive its
portion of the Excess Servicing Fee, and any of the holders of the right to
receive Excess Servicing Fees shall have the right to assign its portion of the
Excess Servicing Fee, whether or not it is then acting as Master Servicer or
Primary Servicer hereunder. The Master Servicer shall also be entitled to the
Primary Servicing Fee, which shall be payable by the Trust from amounts held in
the Certificate Account (or a sub-account thereof) or otherwise collected from
the Mortgage Loans as provided in Section 5.2, provided that the Primary
Servicing Fee payable to the Master Servicer shall only be collected from the
Mortgage Loans set forth on Schedule II, Schedule IV and Schedule V, except as
provided in Section 8.28(c).

                                     -158-
<PAGE>

            (b) Additional servicing compensation in the form of assumption
fees, extension fees, servicing fees, default interest (excluding default
interest allocable to any B Note if the holder of the B Note has cured the
related default pursuant to the terms of the Intercreditor Agreement) payable at
a rate above the Mortgage Rate (net of any amount used to pay Advance Interest),
Modification Fees, forbearance fees, Late Fees (net of Advance Interest)
(excluding Late Fees allocable to any B Note if the holder of the B Note has
cured the related default pursuant to the terms of the Intercreditor Agreement)
or other usual and customary charges and fees actually received from Mortgagors
shall be retained by the Master Servicer, provided that the Master Servicer
shall be entitled to (i) receive __% of assumption fees collected on Mortgage
Loans as provided in Section 8.7(a), (ii) Modification Fees as provided in
Section 8.18 hereof, and (iii) ___% of any extension fees collected from the
related Mortgagor in connection with the extension of the Maturity Date of any
Mortgage Loan as provided in Section 8.18; provided, however, that the Master
Servicer shall not be entitled to any such fees in connection with any Specially
Serviced Mortgage Loans. If the Master Servicer collects any amount payable to
the Special Servicer hereunder in connection with an REO Mortgage Loan or
Specially Serviced Mortgage Loan, the Master Servicer shall promptly remit such
amount to the Special Servicer as provided in Section 5.2. The Master Servicer
shall be required to pay all applicable expenses incurred by it in connection
with its servicing activities hereunder.

            (c) Notwithstanding any other provision herein, the Master Servicing
Fee for each monthly period relating to each Determination Date shall be reduced
by an amount equal to the Compensating Interest (if any) relating to Mortgage
Loans which are not Specially Serviced Mortgage Loans for such Determination
Date.

            (d) The Master Servicer shall also be entitled to additional
servicing compensation of (i) an amount equal to the excess, if any, of the
aggregate Prepayment Interest Excess relating to Mortgage Loans which are not
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution
Date, (ii) interest or other income earned on deposits in the Certificate
Account and the Distribution Account (but only to the extent of the net
investment earnings, if any, with respect to each such account), 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 Escrow Accounts.

            Section 8.11 Master Servicer Reports; Account Statements.

            (a) For each Distribution Date, (i) the Master Servicer shall
deliver to the Paying Agent, no later than 5:00 p.m., New York City time, on the
related Report Date, the Master Servicer Remittance Report with respect to such
Distribution Date including any information regarding prepayments made pursuant
to Section 5.2(b) and (ii) the Master Servicer shall report to the Paying Agent
on the related Advance Report Date, the amount of P&I Advance to be made by the
Master Servicer on the related Master Servicer Remittance Date. The Special
Servicer is required to provide all applicable information relating to Specially
Serviced Mortgage Loans in order for the Master Servicer to satisfy its duties
in this Section 8.11. The Master Servicer Remittance Report shall be updated
(and delivered to the Paying Agent as updated) no later than 2 p.m. on the
second Business Day prior to the Distribution Date to reflect any payment on a
Mortgage Loan for which the Scheduled Payment is paid on a Due Date (or within
its grace period) that occurs after the end of the related Collection Period.

                                     -159-
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            (b) The Master Servicer shall deliver to the Trustee, the Paying
Agent and the Special Servicer within 30 days following each Distribution Date a
statement setting forth the status of the Certificate Account as of the close of
business on such Distribution Date showing, for the period covered by such
statement, the aggregate of deposits in or withdrawals from the Certificate
Account, and shall deliver to each holder of a B Note within 30 days following
each Distribution Date a statement setting forth the status of the related A/B
Loan Custodial Account as of the close of business on such Distribution Date
showing, for the period covered by such statement, the aggregate of transfers in
and transfers from or deposits in or withdrawals from such A/B Loan Custodial
Account.

            (c) The Master Servicer shall promptly inform the Special Servicer
of the name, account number, location and other necessary information concerning
the Certificate Account in order to permit the Special Servicer to make deposits
therein.

            (d) Reserved

            (e) The Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or subsection (b) of this Section 8.11 to the Depositor, the Special
Servicer, the Operating Adviser and each Rating Agency, in each case upon
request by such Person and only to the extent such reports and information are
not otherwise required to be delivered to such Person under any provision of
this Agreement.

            (f) Notwithstanding any provision of this Agreement to the contrary,
the Master Servicer shall not have any obligation (other than to the Special
Servicer) to deliver any statement, notice or report that is then made available
on the Master Servicer's or the Paying Agent's internet website, provided that
it has notified all parties entitled to delivery of such reports, by electronic
mail or other notice provided in this Agreement, to the effect that such
statements, notices or reports shall thereafter be made available on such
website from time to time.

            (g) The Master Servicer shall deliver or cause to be delivered to
the Paying Agent the following CMSA Reports with respect to the Mortgage Loans
(and, if applicable, the related REO Properties) providing the required
information as of the related Determination Date upon the following schedule:
(i) a Comparative Financial Status Report not later than each Report Date,
commencing in ___ ____; (ii) an Operating Statement Analysis Report, the
Financial File and an NOI Adjustment Worksheet in accordance with Section 8.14
of this Agreement; (iii) a Servicer Watch List in accordance with and subject to
the terms of Section 8.11(h) on each Report Date, commencing in ___ ____; (iv) a
Loan Set-Up File (with respect to the initial Distribution Date only) not later
than the Report Date in _____ ____; (v) a Loan Periodic Update File not later
than each Report Date commencing in _____ ____; (vi) a Property File not later
than each Report Date, commencing in ____ ____; (vii) a Delinquent Loan Status
Report on each Report Date, commencing in ___ ____; (viii) an Historical Loan
Modification Report not later than each Report Date, commencing in ___ ____,
(ix) an Historical Liquidation Report not later than each Report Date,
commencing in ___ ____; and (x) an REO Status Report on each Report Date,
commencing in ___ ____. The information that pertains to Specially Serviced
Mortgage Loans and REO Properties reflected in such reports shall be based
solely

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<PAGE>

upon the reports delivered by the Special Servicer to the Master Servicer in
writing and on a computer readable medium reasonably acceptable to the Master
Servicer and the Special Servicer on the Determination Date prior to the related
Master Servicer Remittance Date in the form required under Section 9.32. The
Master Servicer's responsibilities under this Section 8.11(g) with respect to
REO Loans and Specially Serviced Mortgage Loans shall be subject to the
satisfaction of the Special Servicer's obligations under Section 9.32. The
reporting obligations of the Master Servicer in connection with any A/B Mortgage
Loan shall be construed to refer only to such information regarding the A/B
Mortgage Loan (and its related Mortgaged Property) and by reference to the
related A Note only, but whenever the Master Servicer remits funds to the holder
of the related B Note, it shall thereupon deliver to such holder a remittance
report identifying the amounts in such remittance.

            (h) For each Distribution Date, the Master Servicer shall deliver to
the Paying Agent (and solely with respect to any A/B Mortgage Loan, the holder
of the related B Note), not later than the related Report Date, a Servicer Watch
List. To the extent the Master Servicer has knowledge thereof, the Master
Servicer shall list any Mortgage Loan on the Servicer Watch List as to which any
of the following events have occurred following the Cut-Off Date: (i) Mortgage
Loans having a current Debt Service Coverage Ratio that is __% or less of the
Debt Service Coverage Ratio listed for such Mortgage Loan on Annex A to the
Final Prospectus Supplement or having a Debt Service Coverage Ratio that is less
than 1.10x, (ii) Mortgage Loans as to which any required inspection of the
related Mortgaged Property conducted by the Master Servicer indicates a problem
that the Master Servicer determines can reasonably be expected to materially
adversely affect the cash flow generated by such Mortgaged Property, (iii)
Mortgage Loans which have come to the Master Servicer's attention in the
performance of its duties under this Agreement, in respect of which (A) the
occupancy of the related Mortgaged Property is under __%, (B) any tenant
occupying __% or more of the space in the related Mortgaged Property vacates the
Mortgaged Property (without being replaced by one or more comparable tenants and
leases) or is the subject of bankruptcy or similar proceedings if the Master
Servicer has received written notice of such proceedings or such proceedings
have become general public knowledge, (C) with respect to Mortgaged Properties
operated as a hotel, the occupancy thereof is more than __% less than the
occupancy as of the Cut-Off Date as set forth in Appendix I to the Prospectus
Supplement or (D) any Mortgagor or an affiliate thereof has been the subject of
bankruptcy or similar proceedings if the Master Servicer has received written
notice of such proceedings or such proceedings have become general public
knowledge, (iv) Mortgage Loans that are at least 30 days delinquent in payment,
(v) Mortgage Loans that are within 90 days of maturity, (vi) Mortgage Loans that
are delinquent in respect of real estate taxes, (vii) Mortgage Loans for which
any outstanding advances exist, (viii) Mortgage Loans that are late after the
expiration of any grace period in making monthly payments three or more times in
the preceding 12 months (commencing with the first anniversary of the Closing
Date) and (ix) any Rehabilitated Mortgage Loan until the Mortgagor has made
three (3) consecutive payments.

            (i) If the Master Servicer delivers a notice of drawing to effect a
drawing on any letter of credit or debt service reserve account under which the
Trust has rights as the holder of any Mortgage Loan for purposes other than
payment or reimbursement of amounts contemplated in and by a reserve or escrow
agreement (other than after a default under an applicable Mortgage Loan), the
Master Servicer shall, within five (5) Business Days following its receipt of
the proceeds of such drawing, deliver notice thereof to the Special Servicer,
the

                                     -161-
<PAGE>

Operating Adviser and the Paying Agent, which notice shall set forth (i) the
unpaid Principal Balance of such Mortgage Loan immediately before and
immediately after the drawing, and (ii) a brief description of the circumstances
that in the Master Servicer's good faith and reasonable judgment entitled the
Master Servicer to make such drawing.

            Section 8.12 Annual Statement as to Compliance. The Master Servicer
shall deliver to the Depositor, the Paying Agent, the Luxembourg Paying Agent
and the Trustee on or before the Report Date in ______ of each year, commencing
in ______ ____, an Officer's Certificate stating, as to the signer thereof, that
(A) a review of the activities of the Master Servicer during the preceding
calendar year or portion thereof and of the performance of the Master Servicer
under this Agreement has been made under such officer's supervision and (B) to
the best of such officer's knowledge, based on such review, the Master Servicer
has fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. The Master Servicer shall forward a copy of each such
statement to the Rating Agencies and the Operating Adviser.

            Section 8.13 Annual Independent Public Accountants' Servicing
Report. On or before noon (Eastern Time) on ________ of each year (or ________
if a leap year), commencing in ______ ____, the Master Servicer at its expense
shall cause a firm of nationally recognized independent public accountants
(which may also render other services to the Master Servicer) and that is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Trustee, the Paying Agent, the Luxembourg Paying Agent and the
Depositor, with a copy to the Rating Agencies, to the effect that (i) it has
obtained a letter of representation regarding certain matters from the
management of the Master Servicer, which includes an assertion that the Master
Servicer has complied with certain minimum mortgage loan servicing standards (to
the extent applicable to commercial and multifamily mortgage loans), identified
in the Uniform Single Attestation Program for Mortgage Bankers established by
the Mortgage Bankers Association of America, with respect to the servicing of
commercial and multifamily mortgage loans during the most recently completed
calendar year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications that may be
appropriate. In rendering its report such firm may rely, as to matters relating
to the direct servicing of commercial and multifamily mortgage loans by Primary
Servicers or Sub-Servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within one year of such report)
with respect to those Primary Servicers or Sub-Servicers.

            Section 8.14 Operating Statement Analysis Reports Regarding the
Mortgaged Properties. Within ___ calendar days after the end of each of the
first three calendar quarters (in each year) for the trailing or quarterly
information received, commencing in the quarter ending on ________, ____, the
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall deliver to the Paying Agent an Operating Statement
Analysis Report and a CMSA Financial File for each Mortgaged Property (in
electronic format), prepared using the non-normalized quarterly operating
statements and rent rolls received from the related

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Mortgagor. Not later than the Report Date occurring in ____ of each year,
beginning in ____, the Master Servicer (in the case of Mortgage Loans that are
not Specially Serviced Mortgage Loans) or the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall deliver to the Paying Agent an
Operating Statement Analysis Report, a CMSA Financial File and an NOI Adjustment
Worksheet for each Mortgage Loan (in electronic format), based on the most
recently available year-end financial statements and most recently available
rent rolls of each applicable Mortgagor (to the extent provided to the Master
Servicer by or on behalf of each Mortgagor, or, in the case of Specially
Serviced Mortgaged Loans, as provided to the Special Servicer, which Special
Servicer shall forward such information to the Master Servicer on or before
______ of each such year), containing such information and analyses for each
Mortgage Loan provided for in the respective forms of Operating Statement
Analysis Report, CMSA Financial File and an NOI Adjustment Worksheet as would
customarily be included in accordance with the Servicing Standard including,
without limitation, Debt Service Coverage Ratios and income. In addition, the
Master Servicer shall deliver to the Operating Adviser, and upon request the
Master Servicer shall make available to the Rating Agencies, the Special
Servicer, the Paying Agent and the Trustee, within 30 days following receipt
thereof by the Master Servicer, copies of any annual, monthly or quarterly
financial statements and rent rolls collected with respect to the Mortgaged
Properties. As and to the extent reasonably requested by the Special Servicer,
the Master Servicer shall make inquiry of any Mortgagor with respect to such
information or as regards the performance of the related Mortgaged Property in
general. The Paying Agent shall provide or make available electronically at no
cost to the Certificateholders or Certificate Owners, the Rating Agencies, the
Operating Adviser, the Depositor, the Placement Agents, the Underwriters, and
solely as it relates to any A/B Mortgage Loan, to the holder of the related B
Note, the Operating Statement Analysis Reports, CMSA Financial Files and NOI
Adjustment Worksheets described above pursuant to Section 5.4(a).

            Section 8.15 Other Available Information and Certain Rights of the
Master Servicer.

            (a) Subject to paragraphs (b), (c) and (d) below, the Paying Agent
shall make available at its Corporate Trust Office, during normal business
hours, upon reasonable advance written notice for review by any
Certificateholder, any Certificate Owner, any Seller, any Primary Servicer, any
Placement Agent, any Underwriter, each Rating Agency, the Paying Agent or the
Depositor (and the holder of a B Note, if it relates to a B Note), originals or
copies of, among other things, the following items: (i) this Agreement and any
amendments thereto, (ii) all final and released Operating Statement Analysis
Reports and the Master Servicer Remittance Reports, (iii) all Officer's
Certificates (including Officer's Certificates evidencing any determination of
Nonrecoverable Advances) delivered to the Trustee and the Paying Agent since the
Closing Date, (iv) all accountants' reports delivered to the Trustee and the
Paying Agent since the Closing Date, (v) any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Master Servicer
and/or the Special Servicer and (vi) any and all Officers' Certificates (and
attachments thereto) delivered to the Trustee and the Paying Agent to support
the Master Servicer's determination that any Advance was not or, if made, would
not be, recoverable. The Trustee will be permitted to require payment of a sum
to be paid by the requesting party (other than the Rating Agencies, the Trustee,
the Paying Agent, any Placement Agent or any Underwriter) sufficient to cover
the reasonable costs and expenses of making such information available.

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<PAGE>

            (b) Subject to the restrictions described below, the Master Servicer
shall afford the Rating Agencies, the Depositor, the Trustee, the Paying Agent,
the Special Servicer, the Primary Servicers, the Sellers, the Placement Agents,
the Underwriters, the Operating Adviser, any Certificateholder, any holder of a
B Note or Certificate Owner, upon reasonable notice and during normal business
hours, reasonable access to all information referred to in Section 8.15(a) and
any additional relevant, non-attorney-client-privileged records and
documentation regarding the applicable Mortgage Loans, REO Property and all
accounts, insurance policies and other relevant matters relating to this
Agreement (which access may occur by means of the availability of information on
the Master Servicer's or the Paying Agent's internet website), and access to
Servicing Officers of the Master Servicer responsible for its obligations
hereunder. Copies of information or access will be provided to
Certificateholders and each Certificate Owner providing satisfactory evidence of
ownership of Certificates or beneficial ownership of a Certificate, as the case
may be, which may include a certification. Copies (or computer diskettes or
other digital or electronic copies of such information if reasonably available
in lieu of paper copies) of any and all of the foregoing items shall be made
available by the Master Servicer upon request; provided, however, that the
Master Servicer shall be permitted to require payment by the requesting party
(other than the Depositor, the Trustee, the Paying Agent, the Special Servicer,
any Placement Agent, any Underwriter, or any Rating Agency) of a sum sufficient
to cover the reasonable expenses actually incurred by the Master Servicer of
providing access or copies (including electronic or digital copies) of any such
information requested in accordance with the preceding sentence.

            (c) Nothing herein shall be deemed to require the Master Servicer to
confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person's information or report. Notwithstanding the above, the
Master Servicer shall not have any liability to the Depositor, the Trustee, the
Fiscal Agent, the Paying Agent, the Special Servicer, any Certificateholder, any
Certificate Owner, any holder of a B Note, any Placement Agent, any Underwriter,
any Rating Agency or any other Person to whom it delivers information pursuant
to this Section 8.15 or any other provision of this Agreement for federal, state
or other applicable securities law violations relating to the disclosure of such
information. In the event any Person brings any claims relating to or arising
from the foregoing against the Master Servicer (or any employee, attorney,
officer, director or agent thereof), the Trust (from amounts held in any account
or otherwise) shall hold harmless and indemnify the Master Servicer from any
loss or expense (including attorney fees) relating to or arising from such
claims.

            (d) The Master Servicer shall produce the reports required of it
under this Agreement; provided, however, that the Master Servicer shall not be
required to produce any ad hoc non-standard written reports with respect to such
Mortgage Loans. In the event the Master Servicer elects to provide such
non-standard reports, it may require the Person requesting such report (other
than a Rating Agency) to pay a reasonable fee to cover the costs of the
preparation thereof. Notwithstanding anything to the contrary herein, as a
condition to the Master Servicer making any report or information available upon
request to any Person other than the parties hereto, the Master Servicer may
require that the recipient of such information acknowledge that the Master
Servicer may contemporaneously provide such information to the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, the Primary
Servicers, the Sellers, any Placement Agent, any Underwriter, any Rating Agency
and/or the Certificateholders, the holder of a B Note or Certificate Owners. Any
transmittal of information

                                     -164-
<PAGE>

by the Master Servicer to any Person other than the Trustee, the Paying Agent,
the Master Servicer, the Special Servicer, the Rating Agencies, the Operating
Adviser or the Depositor may be accompanied by a letter from the Master Servicer
containing the following provision:

            By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any person who possesses material, non-public information
            regarding the Trust which issued Bear Stearns Commercial Mortgage
            Securities II Inc., Commercial Mortgage Pass-Through Certificates,
            Series 200_-___ from purchasing or selling such Certificates in
            circumstances where the other party to the transaction is not also
            in possession of such information. You also acknowledge and agree
            that such information is being provided to you for the purpose of,
            and such information may be used only in connection with, evaluation
            by you or another Certificateholder, Certificate Owner or
            prospective purchaser of such Certificates or beneficial interest
            therein.

            (e) The Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that the Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

            (f) The Master Servicer shall cooperate in providing the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or should be in their respective possession as the Rating Agencies may
reasonably request.

            Section 8.16 Rule 144A Information. For as long as any of the
Certificates are "restricted securities" within the meaning of Rule 144A under
the Securities Act, the Master Servicer agrees to provide to the Paying Agent or
the Luxembourg Paying Agent, as applicable, for delivery to any Holder thereof,
any Certificate Owner therein and to any prospective purchaser of the
Certificates or beneficial interest therein reasonably designated by the Paying
Agent or the Luxembourg Paying Agent, as applicable, upon the request of such
Certificateholder, such Certificate Owner, the Paying Agent or the Luxembourg
Paying Agent, as applicable, subject to this Section 8.16 and the provisions of
Section 8.15, any information prepared by the Master Servicer that is required
to be provided to such holder or prospective purchaser to satisfy the condition
set forth in Rule 144A(d)(4) under the Securities Act, including, without
limitation, copies of the reports and information described in Sections 8.15(a)
and (b).

            Any recipient of information provided pursuant to this Section 8.16
shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the Certificates by such Person and the Master
Servicer shall be permitted to use the letter referred to in Section 8.15(d).
Unless the Master Servicer chooses to deliver the information directly, the
Depositor, the Placement Agents, the Underwriters, the Paying Agent or the

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<PAGE>

Luxembourg Paying Agent shall be responsible for the physical delivery of the
information requested pursuant to this Section 8.16. As a condition to the
Master Servicer making any report or information available upon request to any
Person other than the parties hereto, the Master Servicer may require that the
recipient of such information acknowledge that the Master Servicer may
contemporaneously provide such information to the Depositor, the Trustee, the
Paying Agent, the Luxembourg Paying Agent, the Placement Agents, the
Underwriters, any Rating Agency and/or the Certificateholders and Certificate
Owners. The Master Servicer will be permitted to require payment of a sum to be
paid by the requesting party (other than the Rating Agencies, the Trustee, the
Paying Agent, the Placement Agents or the Underwriters) sufficient to cover the
reasonable costs and expenses of making such information available.

            Section 8.17 Inspections. The Master Servicer shall, at its own
expense, inspect or cause to be inspected each Mortgaged Property other than
Mortgaged Properties related to Specially Serviced Mortgage Loans, every
calendar year beginning in 2003, or every second calendar year beginning in 2003
if the Principal Balance of the related Mortgage Loan is under $_________;
provided that the Master Servicer shall, at the expense of the Trust, inspect or
cause to be inspected each Mortgaged Property related to a Mortgage Loan that
has a Debt Service Coverage Ratio that falls below 1.0x. The Master Servicer
shall prepare an Inspection Report relating to each inspection. The Master
Servicer shall promptly forward the applicable Inspection Report to the Rating
Agencies, the Placement Agents, the Underwriters, the Depositor, the Trustee,
the Paying Agent, the Operating Adviser, the Special Servicer and solely as it
relates to any A/B Mortgage Loan, to the holder of the related B Note, and upon
request, to any Certificateholder, any Certificate Owner, any Seller and any
Primary Servicer. The Special Servicer shall have the right to inspect or cause
to be inspected (at its own expense) every calendar year any Mortgaged Property
related to a Mortgage Loan that is not a Specially Serviced Mortgage Loan,
provided that the Special Servicer notifies the Master Servicer prior to such
inspection.

            Section 8.18 Modifications, Waivers, Amendments, Extensions and
Consents. Subject to the limitations of Section 12.3 hereof, the Master Servicer
shall have the following powers:

            (a) (i) The Master Servicer in accordance with the Servicing
Standard may agree to any modification, waiver, amendment or consent of or
relating to any term other than a Money Term of a Mortgage Loan that is not a
Specially Serviced Mortgage Loan, provided that such amendment would not result
in an Adverse REMIC Event; and provided, further that if any consent relates to
a release of a letter of credit relating to any Mortgage Loan (other than
letters of credit or portions thereof released upon satisfaction of conditions
specified in the related agreements), then (i) the Master Servicer shall notify
the Special Servicer of any Mortgagor's request to release such letter of credit
which the Master Servicer recommends to release, and (ii) if the terms of the
related Mortgage Loan do not require the Master Servicer to approve such
release, then the Special Servicer shall within five Business Days provide
notice to the Master Servicer on whether the Master Servicer should approve the
release (and the failure of the Special Servicer to give the Master Servicer
such notice shall automatically be deemed to be an approval by the Special
Servicer that the Master Servicer should grant such release). Notwithstanding
the preceding sentence, if the Master Servicer recommends to approve such
modification, waiver, amendment or consent (including, without limitation, any
waiver of any

                                     -166-
<PAGE>

requirement that the Mortgagor post additional reserves or a letter of credit
upon the failure of the Mortgagor to satisfy conditions specified in the
Mortgage Loan documents), the Master Servicer shall provide to the Special
Servicer a copy of the Master Servicer's recommendation and the relevant
information obtained or prepared by the Master Servicer in connection therewith
(A) the Special Servicer shall have the right hereunder to grant or withhold
consent to any such proposed modification, waiver, amendment or consent, and
such consent of the Special Servicer shall not be unreasonably withheld,
consistent with the Servicing Standard, (B) failure of the Special Servicer to
notify the Master Servicer, within five Business Days following the Master
Servicer's delivery of the recommendation described above, of its determination
to grant or withhold such consent shall be deemed to constitute a grant of such
consent and (C) the Master Servicer shall not enter into any such proposed
modification, waiver, amendment or consent unless it has received the written
consent of the Special Servicer or such consent has been deemed to have been
granted as described above. Notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be required to obtain or request the
consent of the Special Servicer in connection with any modification, waiver or
amendment, or granting its consent to transactions, under one or more of the
Mortgage Loans that in each case the Master Servicer has determined (in
accordance with the Servicing Standard) is immaterial. In any event, the Master
Servicer shall promptly notify the Special Servicer of any material
modification, waiver, amendment or consent executed by the Master Servicer
pursuant to this Section 8.18(a)(i) and provide to the Special Servicer a copy
thereof. Notwithstanding the foregoing provisions of this Section 8.18, if the
Mortgage Loan documents require a Mortgagor to pay a fee for an assumption,
modification, waiver, amendment or consent that would be due or partially due to
the Special Servicer, then the Master Servicer shall not waive such fee without
the Special Servicer's approval.

            Notwithstanding the foregoing, the Special Servicer acknowledges
that the Master Servicer has delegated certain tasks, rights and obligations to
Primary Servicers with respects to Post Closing Requests (as defined in the
Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. The
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreements), in which Primary
Servicer has certain authority to evaluate and process such requests in
accordance with this Agreement, the applicable Primary Servicing Agreement and
applicable Mortgage Loan documents.

            With respect to a Category 1 Request that involves a condition, term
or provision that requires, or specifies a standard of, consent or approval of
the applicable Mortgagee under the Mortgage Loan documents, the Primary
Servicing Agreements provide for Master Servicer's determination of materiality
of such condition, term or provision requiring approval or consent and the
referral of such condition, term or provision to a Special Servicer for consent
in accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or delegated rights over Post Closing Requests than are
set forth in the Primary Servicing Agreement.

            (ii) The Master Servicer may, without the consent of the Special
      Servicer, extend the maturity date of any Balloon Mortgage Loan that is
      not a Specially Serviced Mortgage Loan to a date that is not more than 60
      days following the original Maturity

                                     -167-
<PAGE>

      Date, if in the Master Servicer's sole judgment exercised in good faith
      (and evidenced by an Officer's Certificate), a default in the payment of
      the Balloon Payment is reasonably foreseeable and such extension is
      reasonably likely to produce a greater recovery to the Holders on a net
      present value basis than liquidation of such Mortgage Loan and the
      Mortgagor has obtained an executed written commitment (subject only to
      satisfaction of conditions set forth therein) for refinancing of the
      Mortgage Loan or purchase of the related Mortgaged Property. The Master
      Servicer shall process all such extensions and shall be entitled to (as
      additional servicing compensation) ___% of any extension fees collected
      from a Mortgagor with respect to any such extension.

            (b) The Master Servicer may require, in its discretion (unless
prohibited or otherwise provided in the Mortgage Loan documents), as a condition
to granting any request by a Mortgagor for any consent, modification, waiver or
amendment, that such Mortgagor pay to the Master Servicer a reasonable and
customary modification fee to the extent permitted by law; provided, that the
collection of such fee shall not be permitted if collection of such fee would
cause a "significant modification" (within the meaning of Treasury Regulation
Section 1.860G-2(b) of the Mortgage Loan). The Master Servicer may charge the
Mortgagor for any costs and expenses (including attorneys' fees and rating
agency fees) incurred by the Master Servicer or the Special Servicer (which
amounts shall be reimbursed to the Special Servicer) in connection with any
request for a modification, waiver or amendment. The Master Servicer agrees to
use its best reasonable efforts in accordance with the Servicing Standard to
collect such costs, expenses and fees from the Mortgagor, provided that the
failure or inability of the Mortgagor to pay any such costs and expenses shall
not impair the right of the Master Servicer to cause such costs and expenses
(but not including any modification fee), and interest thereon at the Advance
Rate, to be paid or reimbursed by the Trust as a Servicing Advance (to the
extent not paid by the Mortgagor). If the Master Servicer believes that the
costs and expenses (including attorneys' fees) to be incurred by the Master
Servicer in connection with any request for a modification, waiver or amendment
will result in a payment or reimbursement by the Trust, then the Master Servicer
shall notify the Special Servicer.

            The parties hereto acknowledge that (a) if the payments described in
paragraph 42 of Exhibit 2 to Mortgage Loan Purchase Agreement II, Mortgage Loan
Purchase Agreement III and Mortgage Loan Purchase Agreement V regarding the
obligation of a related Mortgagor to pay the reasonable costs and expenses
associated with any substitution of the related Mortgaged Property are
insufficient to reimburse the Trust or (b) if the Trust incurs any Additional
Trust Expense associated solely with the substitution of the Mortgaged Property
that is not required to be paid by the related Mortgagor pursuant to the related
Mortgage Loan documents (and such Additional Trust Expense is not paid by the
Mortgagor), including, but not limited to, rating agency fees or opinions of
counsel, then in either case the sole obligation of the Seller under Mortgage
Loan Purchase Agreement II, Mortgage Loan Purchase Agreement III and Mortgage
Loan Purchase Agreement V, as applicable, shall be to pay an amount equal to
such insufficiency or expense to the extent the related Mortgagor is not
required to pay them. Promptly upon receipt of notice of such insufficiency or
unpaid expense, the Master Servicer shall request the related Seller to make
such payment by deposit to the Certificate Account.

            (c) The Master Servicer shall notify the Trustee, the Paying Agent
and the Special Servicer of any modification, waiver or amendment of any term of
any Mortgage Loan

                                     -168-
<PAGE>

permitted by it under this Section and the date thereof, and shall deliver to
the Trustee for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver or amendment, promptly
following the execution thereof except to the extent such documents have been
submitted to the applicable recording office, in which event the Master Servicer
shall promptly deliver copies of such documents to the Trustee. The Master
Servicer shall not agree to any modification, waiver, or amendment of any Money
Term of a Mortgage Loan or any term of a Specially Serviced Mortgage Loan. The
Master Servicer shall notify the holder of the B Note of any modification of the
monthly payments of an A/B Mortgage Loan and such monthly payments shall be
allocated in accordance with the related Intercreditor Agreement.

            (d) If the Mortgage Loan documents relating to a Mortgage Loan
provide for certain conditions to be satisfied prior to the Master Servicer
releasing additional collateral for the Mortgage Loan (e.g., the release,
reduction or termination of reserves or letters of credit or the establishment
of reserves), then the Master Servicer shall be permitted to waive any such
condition without obtaining the consent of the Special Servicer, provided that
(1) the aggregate amount of the related releases or establishments is no greater
than the smaller of __% of the outstanding unpaid Principal Balance or $______
or (2) the condition to be waived is deemed to be non-material in accordance
with the Servicing Standard. Notwithstanding the foregoing, without the Special
Servicer's consent or except as provided in the specific Mortgage Loan
documents, the Master Servicer shall not waive: (1) a requirement for any such
additional collateral to exist, or (2) a lock box requirement. With respect to
any Mortgage Loan identified on Schedule XII as an "earnout loan," the Master
Servicer shall not consent to the release of any earnout reserve amounts unless
the Special Servicer shall have approved such release. The Master Servicer shall
promptly provide to the Special Servicer a written recommendation with respect
to the release of any earnout reserve amounts and the Master Servicer shall
process any such release.

            (e) Neither the Master Servicer nor any Primary Servicer will be
required to obtain a Rating Agency Confirmation in connection with this
Agreement unless the terms of this Agreement specifically requires the Master
Servicer to do so, and if so required by the terms of this Agreement, the Master
Servicer and any Primary Servicer shall not be permitted to waive (i) the Rating
Agency Confirmation requirement or (ii) the obligation of a Mortgagor to pay all
or any portion of any fee payable in connection with obtaining the Rating Agency
Confirmation.

            Section 8.19 Specially Serviced Mortgage Loans.

            (a) The Master Servicer shall send a written notice to the Special
Servicer, the Rating Agencies, the Paying Agent, the Trustee and solely as it
relates to any A/B Mortgage Loan, to the holder of the related B Note, within
two Business Days after becoming aware of a Servicing Transfer Event with
respect to a Mortgage Loan, which notice shall identify the related Mortgage
Loan and set forth in reasonable detail the nature and relevant facts of such
Servicing Transfer Event and whether such Mortgage Loan is covered by an
Environmental Insurance Policy (and for purposes of stating whether such
Mortgage Loan is covered by an Environmental Insurance Policy the Master
Servicer may rely on Schedule XI attached hereto) and, except for the Rating
Agencies, the Paying Agent and the Trustee, shall be accompanied by a copy of
the Servicer Mortgage File. The Special Servicer shall not be liable for its
failure to deliver the

                                     -169-
<PAGE>

notice set forth in Section 9.36(a) if such failure is caused by its failure to
receive the written notice set forth above.

            (b) Prior to the transfer of the servicing of any Specially Serviced
Mortgage Loan to the Special Servicer, the Master Servicer shall notify the
related Mortgagor of such transfer in accordance with the Servicing Standard
(the form and substance of such notice shall be reasonably satisfactory to the
Special Servicer).

            (c) Any calculations or reports prepared by the Master Servicer to
the extent they relate to Specially Serviced Mortgage Loans shall be based on
information supplied to the Master Servicer in writing by the Special Servicer
as provided hereby. The Master Servicer shall have no duty to investigate or
confirm the accuracy of any information provided to it by the Special Servicer
and shall have no liability for the inaccuracy of any of its reports due to the
inaccuracy of the information provided by the Special Servicer.

            (d) On or prior to each Distribution Date, the Master Servicer shall
provide to the Special Servicer, in order for the Special Servicer to comply
with its obligations under this Agreement, such information (and in the form and
medium) as the Special Servicer may reasonably request in writing from time to
time, provided that (i) the Master Servicer shall not be required to produce any
ad hoc reports or incur any unusual expense or effort in connection therewith
and (ii) if the Master Servicer elects to provide such ad hoc reports, it may
require the Special Servicer to pay a reasonable fee to cover the costs of the
preparation thereof.

            Section 8.20 Representations, Warranties and Covenants of the Master
Servicer.

            (a) The Master Servicer hereby represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:

            (i) the Master Servicer is duly organized, validly existing and in
      good standing as a national banking association under the laws of the
      United States, and shall be and thereafter remain, in compliance with the
      laws of each State in which any Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement, except
      where the failure to so qualify or comply would not adversely affect the
      Master Servicer's ability to perform its obligations hereunder in
      accordance with the terms of this Agreement;

            (ii) the Master Servicer has the full power and authority to
      execute, deliver, perform, and to enter into and consummate all
      transactions and obligations contemplated by this Agreement. The Master
      Servicer has duly and validly authorized the execution, delivery and
      performance of this Agreement and this Agreement has been duly executed
      and delivered by the Master Servicer; and this Agreement, assuming the due
      authorization, execution and delivery thereof by the Depositor, the
      Trustee, the Fiscal Agent, the Paying Agent and the Special Servicer,
      evidences the valid and binding obligation of the Master Servicer
      enforceable against the Master Servicer in accordance with its terms
      subject, as to enforcement of remedies, to applicable bankruptcy,
      reorganization, insolvency, moratorium, receivership and other similar
      laws affecting

                                     -170-
<PAGE>

      creditors' rights generally as from time to time in effect, and to 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, the consummation
      of the transactions contemplated hereby, and the fulfillment of or
      compliance with the terms and conditions of this Agreement will not (1)
      result in a breach of any term or provision of its charter or by-laws or
      (2) conflict with, result in a breach, violation or acceleration of, or
      result in a default under, the terms of any other material agreement or
      instrument to which it is a party or by which it may be bound, or any law,
      governmental rule, regulation, or judgment, decree or order applicable to
      it of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over it, which materially and adversely affects
      its ability to perform its obligations under this Agreement;

            (iv) no litigation is pending or, to the Master Servicer's
      knowledge, threatened, against it, that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or its
      ability to service the Mortgage Loans or to perform any of its other
      obligations hereunder in accordance with the terms hereof;

            (v) no consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by it of, or compliance by it with, this Agreement, or the
      consummation of the transactions contemplated hereby, or if any such
      consent, approval, authorization or order is required, it has obtained the
      same or will obtain the same prior to the time necessary to perform its
      obligations under this Agreement, and, except to the extent in the case of
      performance, that its failure to be qualified as a foreign corporation or
      licensed in one or more states is not necessary for the performance by it
      of its obligations hereunder; and

            (vi) the performance of the services by the Master Servicer
      contemplated by this Agreement are in the ordinary course of business of
      the Master Servicer and the Master Servicer possesses all licenses,
      permits and other authorizations necessary to perform its duties
      hereunder.

            (b) It is understood that the representations and warranties set
forth in this Section 8.20 shall survive the execution and delivery of this
Agreement.

            (c) Any cause of action against the Master Servicer arising out of
the breach of any representations and warranties made in this Section shall
accrue upon the giving of written notice to the Master Servicer by any of the
Trustee or the Master Servicer. The Master Servicer shall give prompt notice to
the Trustee, the Depositor, the Primary Servicers and the Special Servicer of
the occurrence, or the failure to occur, of any event that, with notice or the
passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

            Section 8.21 Merger or Consolidation. Any Person into which the
Master Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Master
Servicer shall be a party, or any

                                     -171-
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Person succeeding to the business of the Master Servicer, shall be the successor
of the Master Servicer hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto; provided, however,
that each of the Rating Agencies provides a Rating Agency Confirmation. If the
conditions to the provisions in the foregoing sentence are not met, the Trustee
may terminate the Master Servicer's servicing of the Mortgage Loans pursuant
hereto, such termination to be effected in the manner set forth in Sections 8.28
and 8.29.

            Section 8.22 Resignation of Master Servicer.

            (a) Except as otherwise provided in Section 8.22(b) hereof, the
Master Servicer shall not resign from the obligations and duties hereby imposed
on it unless it determines that the Master Servicer's 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. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed the Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall have been obtained. Notice of
such resignation shall be given promptly by the Master Servicer to the Trustee.

            (b) The Master Servicer may resign from the obligations and duties
imposed on it, upon 30 days notice to the Trustee and the Paying Agent, provided
that (i) a successor servicer (w) is available, (x) has assets of at least
$__________, (y) is willing to assume the obligations, responsibilities, and
covenants to be performed hereunder by the Master Servicer on substantially the
same terms and conditions, and for not more than equivalent compensation to that
herein provided and (z) assumes all obligations under the Primary Servicing
Agreements; (ii) the Master Servicer bears all costs associated with its
resignation and the transfer of servicing; and (iii) Rating Agency Confirmation
is obtained with respect to such servicing transfer, as evidenced by a letter
delivered to the Trustee by each Rating Agency.

            Section 8.23 Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone,
or delegate certain duties to other professionals such as attorneys and
appraisers, as an agent of the Master Servicer (as provided in Section 8.4) to
perform and carry out any duties, covenants or obligations to be performed and
carried out by the Master Servicer hereunder or (B) assign and delegate all of
its duties hereunder; provided, however, that with respect to clause (B), (i)
the Master Servicer gives the Depositor, the Special Servicer, the Primary
Servicers, the holder of the B Note and the Trustee notice of such assignment
and delegation; (ii) such purchaser or transferee accepting such assignment and
delegation executes and delivers to the Depositor and the Trustee an agreement
accepting such assignment, which contains an assumption by such Person of the
rights, powers, duties, responsibilities, obligations and liabilities of the
Master Servicer, with like effect as if originally named as a party to this
Agreement and the Primary Servicing Agreements; (iii) the purchaser or
transferee has assets in excess of $__________; (iv) such assignment and
delegation is the subject of a Rating Agency Confirmation; and (v) the Depositor
consents to such assignment and delegation, such consent not be unreasonably
withheld. In the case of any such

                                     -172-
<PAGE>

assignment and delegation in accordance with the requirements of subclause (B)
of this Section, the Master Servicer shall be released from its obligations
under this Agreement, except that the Master Servicer shall remain liable for
all liabilities and obligations incurred by it as the Master Servicer hereunder
prior to the satisfaction of the conditions to such assignment set forth in the
preceding sentence. Notwithstanding the above, the Master Servicer may appoint
the Primary Servicers and Sub-Servicers in accordance with Section 8.4 hereof.

            Section 8.24 Limitation on Liability of the Master Servicer and
Others.

            (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
holders of the Certificates, the Depositor, the Trustee, the Fiscal Agent, the
Paying Agent, the Placement Agents, the Underwriters, the holder of any B Note
or the Special Servicer for any action taken or for refraining from the taking
of any action in good faith, or using reasonable business judgment, consistent
with the Servicing Standard; provided, that this provision shall not protect the
Master Servicer or any such person against any breach of a representation or
warranty contained herein or any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in its performance of
duties under the Agreement or by reason of negligent disregard of obligations
and duties hereunder. The Master Servicer and any director, officer, employee or
agent of the Master Servicer may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person (including, without
limitation, the Special Servicer) respecting any matters arising hereunder. The
Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement; provided that the Master
Servicer may in its sole discretion undertake any such action which it may
reasonably deem necessary or desirable in order to protect the interests of the
Certificateholders and the Trustee in the Mortgage Loans, or the interests of
the holder of any B Note (subject to the Special Servicer's servicing of
Specially Serviced Mortgage Loans as contemplated herein), or shall undertake
any such action if instructed to do so by the Trustee. In such event, all legal
expenses and costs of such action shall be expenses and costs of the Trust, and
the Master Servicer shall be entitled to be reimbursed therefor as Servicing
Advances as provided by Section 5.2, subject to the provisions of Section 4.4
hereof.

            (b) In addition, the Master Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Master Servicer and conforming to the requirements of
this Agreement. Subject to the Servicing Standard, the Master Servicer shall
have the right to rely on information provided to it by the Special Servicer and
Mortgagors, and will have no duty to investigate or verify the accuracy thereof.
Neither the Master Servicer, nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any error of judgment made in good
faith by any officer, unless it shall be proved that the Master Servicer or such
officer was negligent in ascertaining the pertinent facts. Neither the Master
Servicer nor any director, officer, employee, agent or Affiliate, shall be
personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Agreement.

                                     -173-
<PAGE>

            (c) The Master Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Special Servicer, the Paying Agent, Trustee or the Fiscal Agent
in this Agreement. The Trust shall indemnify and hold harmless the Master
Servicer from any and all claims, liabilities, costs, charges, fees or other
expenses which relate to or arise from any such breach of representation,
warranty or covenant to the extent the Master Servicer is unable to recover such
amounts from the Person in breach.

            (d) Except as otherwise specifically provided herein:

            (i) the Master Servicer may rely, and shall be protected in acting
      or refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, financial statement,
      agreement, appraisal, bond or other document (in electronic or paper
      format) reasonably believed or in good faith believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

            (ii) the Master Servicer may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection with respect to any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;

            (iii) the Master Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) the Master Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper reasonably believed by
      it to be genuine and provided by any Mortgagor or manager of a Mortgaged
      Property.

            (e) The Master Servicer and any director, officer, employee or agent
of the Master Servicer shall be indemnified by the Trustee, the Fiscal Agent,
the Paying Agent and the Special Servicer, as the case may be, and held harmless
against any loss, liability or expense including reasonable attorneys' fees
incurred in connection with any legal action relating to the Trustee's, Fiscal
Agent's, the Paying Agent's or the Special Servicer's, as the case may be,
respective willful misfeasance, bad faith or negligence in the performance of
its respective duties hereunder or by reason of negligent disregard of its
respective duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence in the performance of
any of the Master Servicer's duties hereunder or by reason of negligent
disregard of the Master Servicer's obligations and duties hereunder. The Master
Servicer shall immediately notify the Trustee, the Paying Agent and the Special
Servicer if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Master Servicer to indemnification hereunder,
whereupon the Trustee, the Paying Agent, or the Special Servicer, in each case,
to the extent the claim is related to its respective willful misfeasance, bad
faith or negligence, may assume the defense of any such claim (with counsel
reasonably satisfactory to

                                     -174-
<PAGE>

the Master Servicer) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to
so notify the Trustee, the Paying Agent and the Special Servicer shall not
affect any rights that the Master Servicer may have to indemnification under
this Agreement or otherwise, unless the Trustee's, the Paying Agent's or the
Special Servicer's defense of such claim is materially prejudiced thereby. Such
indemnity shall survive the termination of this Agreement or the resignation or
removal of the Master Servicer hereunder. Any payment hereunder made by the
Trustee, the Paying Agent, the Fiscal Agent or the Special Servicer pursuant to
this paragraph to the Master Servicer shall be paid from the Trustee's, the
Paying Agent's, Fiscal Agent's or Special Servicer's own funds, without
reimbursement from the Trust therefor except to the extent achieved through
subrogation as provided in this Agreement. Any expenses incurred or
indemnification payments made by the Trustee, the Paying Agent, the Fiscal Agent
or the Special Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final judgment that the conduct of the Trustee,
the Paying Agent, the Fiscal Agent or the Special Servicer, as the case may be,
was (x) not culpable or (y) found to not have acted with willful misfeasance,
bad faith or negligence.

            Section 8.25 Indemnification; Third-Party Claims.

            (a) The Master Servicer and any director, officer, employee or agent
of the Master Servicer shall be indemnified by the Trust and held harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to this Agreement, any
Mortgage Loans, any REO Property or the Certificates or any exercise of any
right under this Agreement reasonably requiring the use of counsel or the
incurring of expenses other than any loss, liability or expense incurred by
reason of the Master Servicer's willful misfeasance, bad faith or negligence in
the performance of duties hereunder. The Master Servicer shall assume the
defense of any such claim (with counsel reasonably satisfactory to the Master
Servicer) and out of the Trust pay all expenses in connection therewith,
including counsel fees, and out of the Trust promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of
such claim. The indemnification provided herein shall survive the termination of
this Agreement. The Trustee, the Paying Agent or the Master Servicer shall
promptly make from the Certificate Account any payments certified by the Master
Servicer to the Trustee and the Paying Agent as required to be made to the
Master Servicer pursuant to this Section 8.25.

            (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal
Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any
director, officer, employee, agent or Controlling Person thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent and the Trust may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
any of the Master Servicer's duties hereunder or by reason of negligent
disregard of the Master Servicer's obligations and duties hereunder (including a
breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations), and if in any
such situation the Master Servicer is replaced, the parties hereto agree that
the amount of such claims, losses,

                                     -175-
<PAGE>

penalties, fines, legal fees and related costs, judgments, and other costs,
liabilities, fees and expenses shall at least equal the incremental costs, if
any, of retaining a successor servicer. The Trustee, the Fiscal Agent, the
Special Servicer, the Paying Agent or the Depositor, as applicable, shall
immediately notify the Master Servicer if a claim is made by any Person with
respect to this Agreement or the Mortgage Loans entitling the Trustee, the
Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust
to indemnification under this Section 8.25(b), whereupon the Master Servicer
shall assume the defense of any such claim (with counsel reasonably satisfactory
to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the
Depositor, as applicable) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Master Servicer shall not affect any rights the
Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent
or the Trust may have to indemnification under this Agreement or otherwise,
unless the Master Servicer's defense of such claim is materially prejudiced
thereby. The indemnification provided herein shall survive the termination of
this Agreement and the resignation or termination of the Master Servicer, the
Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any
expenses incurred or indemnification payments made by the Master Servicer shall
be reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Master Servicer was not
culpable or that the Master Servicer did not act with willful misfeasance, bad
faith or negligence.

            (c) Each Primary Servicer and any director, officer, employee or
agent thereof shall be indemnified by the Trust and held harmless against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement, its related Primary
Servicing Agreement (but only if, and to the extent that, the Master Servicer
would have been entitled to indemnification therefor under this Agreement if it
were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property
or the Certificates or any exercise of any right under this Agreement or its
related Primary Servicing Agreement (limited as set forth above) reasonably
requiring the use of counsel or the incurring of expenses other than any loss,
liability or expense incurred by reason of a Primary Servicer's willful
misfeasance, bad faith or negligence in the performance of duties thereunder.
The applicable Primary Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the applicable Primary Servicer) and out of
the Trust pay all expenses in connection therewith, including counsel fees, and
out of the Trust promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. The
indemnification provided herein shall survive the termination of this Agreement
and the Primary Servicing Agreement. The Trustee, the Paying Agent or the Master
Servicer shall promptly make from the Certificate Account any payments certified
by a Primary Servicer to the Trustee and the Paying Agent as required to be made
to such Primary Servicer pursuant to this Section 8.25.

            (d) Each Primary Servicer agrees to indemnify the Trustee, the
Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent,
and any director, officer, employee, agent or Controlling Person thereof, and
hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special
Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from
or as a result of the willful

                                     -176-
<PAGE>

misfeasance, bad faith or negligence in the performance of any of the applicable
Primary Servicer's duties under this Agreement, its related Primary Servicing
Agreement or by reason of negligent disregard of the applicable Primary
Servicer's obligations and duties thereunder (including a breach of such
obligations a substantial motive of which is to obtain an economic advantage
from being released from such obligations), and if in any such situation the
applicable Primary Servicer is replaced, the parties hereto agree that the
amount of such claims, losses, penalties, fines, legal fees and related costs,
judgments, and other costs, liabilities, fees and expenses shall at least equal
the incremental costs, if any, of retaining a successor primary servicer. The
Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the
Depositor, as applicable, shall immediately notify the applicable Primary
Servicer if a claim is made by any Person with respect to this Agreement, the
related Primary Servicing Agreement or the Mortgage Loans entitling the Trustee,
the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the
Trust to indemnification under this Section 8.25(d), whereupon the applicable
Primary Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer,
the Paying Agent or the Depositor, as applicable) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the applicable Primary Servicer
shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer,
the Depositor, the Paying Agent or the Trust may have to indemnification under
this Agreement, the related Primary Servicing Agreement or otherwise, unless the
Primary Servicer's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the Primary Servicing Agreement and the resignation or termination of the
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by a Primary
Servicer shall be reimbursed by the party so paid, if a court of competent
jurisdiction makes a final, non-appealable judgment that the conduct of such
Primary Servicer was not culpable or that such Primary Servicer did not act with
willful misfeasance, bad faith or negligence.

            Section 8.26 Exchange Act Reporting. The Master Servicer, the
Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall
reasonably cooperate with the Depositor in connection with the Depositor's
satisfying the reporting requirements in respect of the Trust under the Exchange
Act. The Paying Agent shall prepare, execute and file on behalf of the Depositor
with respect to the Trust any Forms 8-K and 10-K customary for similar
securities as required by the Exchange Act and the Rules and Regulations of the
Securities and Exchange Commission thereunder; provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates.
The Paying Agent shall file each Form 8-K with a copy of the related Monthly
Certificateholders Report attached thereto. Any other attachments to be filed
with any Form 8-K shall be delivered to the Paying Agent in Edgar-compatible
form or as otherwise agreed upon by the Paying Agent and the Depositor, at the
Depositor's expense, and any necessary conversion to EDGAR-compatible format
will be at the Depositor's expense. Such EDGAR filings shall be at the expense
of the Depositor. The Paying Agent shall continue to make such filings until
such time as the Depositor notifies the Paying Agent that the Depositor or its
agent or designee has obtained from the Securities and Exchange Commission a
no-action letter or other exemptive relief relating to reducing reporting
requirements in respect of the Trust under the Exchange Act and, in accordance
with and to the extent permitted by applicable law, the Depositor or such agent
or designee has filed a Form 15 relating to the automatic termination

                                     -177-
<PAGE>

of reporting in respect of the Trust under the Exchange Act. Beginning on or
before __________, 200_, the Depositor shall pay the Paying Agent before
__________ of each year a fee of $_____ as compensation for preparing and filing
such reports for so long as such reports are required under the Exchange Act.

            Section 8.27 Compliance with REMIC Provisions. The Master Servicer
shall act in accordance with this Agreement and the REMIC Provisions and related
provisions of the Code in order to create or maintain the status of the REMICs
created hereby as REMICs under the Code. The Master Servicer shall take no
action or cause any REMIC Pool to take any action that could (i) endanger the
status of any REMIC Pool as a REMIC under the Code or (ii) result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Trustee shall
have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such tax. The Master
Servicer shall comply with the provisions of Article XII hereof.

            Section 8.28 Termination. The obligations and responsibilities of
the Master Servicer created hereby (other than the obligation of the Master
Servicer to make payments to the Paying Agent as set forth in Section 8.29 and
the obligations of the Master Servicer to the Trustee, the Paying Agent, Fiscal
Agent, the Special Servicer and the Trust) shall terminate (i) on the date which
is the later of (A) the final payment or other liquidation of the last Mortgage
Loan remaining outstanding (and final distribution to the Certificateholders) or
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) if an Event of Default described in clauses
8.28(a)(iii), (iv) or (x) has occurred, 60 days following the date on which the
Trustee or Depositor gives written notice to the Master Servicer that the Master
Servicer is terminated or (iii) if an Event of Default described in clauses
8.28(a)(i), (ii), (v), (vii), (viii) or (ix) has occurred, immediately upon the
date on which the Trustee or the Depositor gives written notice to the Master
Servicer that the Master Servicer is terminated. After any Event of Default, the
Trustee (i) may elect to terminate the Master Servicer by providing such notice,
and (ii) shall provide such notice if holders of Certificates representing more
than __% of the Aggregate Certificate Balance of all Certificates so direct the
Trustee.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to remit to the Paying Agent
      or otherwise make any payment required to be remitted by the Master
      Servicer under the terms of this Agreement, including any required
      Advances; or

            (ii) any failure by the Master Servicer to make a required deposit
      to the Certificate Account which continues unremedied for one Business Day
      following the date on which such deposit was first required to be made; or

            (iii) any failure on the part of the Master Servicer duly to observe
      or perform in any material respect any other of the duties, covenants or
      agreements on the part of the Master Servicer contained in this Agreement
      which continues unremedied for a period of

                                     -178-
<PAGE>

      30 days after the date on which written notice of such failure, requiring
      the same to be remedied, shall have been given to the Master Servicer by
      the Depositor or the Trustee; provided, however, that if the Master
      Servicer certifies to the Trustee and the Depositor that the Master
      Servicer is in good faith attempting to remedy such failure, such cure
      period will be extended to the extent necessary to permit the Master
      Servicer to cure such failure; provided, further that such cure period may
      not exceed 90 days; or

            (iv) any breach of the representations and warranties contained in
      Section 8.20 hereof that materially and adversely affects the interest of
      any holder of any Class of Certificates and that continues unremedied for
      a period of 30 days after the date on which notice of such breach,
      requiring the same to be remedied, shall have been given to the Master
      Servicer by the Depositor or the Trustee; provided, however, that if the
      Master Servicer certifies to the Trustee and the Depositor that the Master
      Servicer is in good faith attempting to remedy such breach, such cure
      period will be extended to the extent necessary to permit the Master
      Servicer to cure such breach; provided, further that such cure period may
      not exceed 90 days; or

            (v) the Master Servicer is removed from ___'s approved master
      servicer list and the ratings then assigned by ___ to any Classes of
      certificates are downgraded, qualified or withdrawn (including, without
      limitation, being placed on "negative credit watch") in connection with
      such removal; or

            (vi) RESERVED;

            (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,
      marshalling 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 and such decree or order shall have remained in force
      undischarged or unstayed for a period of 60 days; or

            (viii)the Master Servicer shall consent to the appointment of a
      conservator, receiver, liquidator, trustee or similar official in any
      bankruptcy, insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to the Master Servicer
      or of or relating to all or substantially all of its property; or

            (ix) the Master 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) the Master Servicer receives actual knowledge that ______ has
      (i) qualified, downgraded or withdrawn its rating or ratings of one or
      more Classes of Certificates, or (ii) placed one or more Classes of
      Certificates on "watch status" in

                                     -179-
<PAGE>

      contemplation of a rating downgrade or withdrawal (and such "watch status"
      placement shall not have been withdrawn by ______ within 60 days of the
      date that the Master Servicer obtained such actual knowledge) and, in the
      case of either of clauses (i) or (ii), citing servicing concerns with the
      Master Servicer as the sole or material factor in such rating action.

            (b) Notwithstanding the foregoing, if the Event of Default of the
Master Servicer occurs primarily by reason of the occurrence of a "Primary
Servicing Default" (as hereinafter defined) (that is, it would not have occurred
but for (a) the occurrence of such Primary Servicing Default and (b) the Master
Servicer failure to cause the cure of such event) and the Trustee (or the
Trustee at the direction of the Certificateholders pursuant to Section 8.28
hereof) elects to terminate the Master Servicer, then
______________________________________ shall have the right to elect that the
successor Master Servicer, upon its succession, enter into a primary servicing
agreement with ______________________________________ with respect to all
Mortgage Loans as to which that Primary Servicing Default occurred, so long as
the initial Master Servicer is on the approved list of commercial mortgage loan
servicers maintained by ___, and such agreement shall be substantially in the
form of Exhibit G-1 hereto (but as if ______________________________________
were the Primary Servicer or Sub-Servicer thereunder and with applicable
servicing fees and excess fees as specified on the Mortgage Loan Schedule); and,
in the case of an agreement in the form of Exhibit G-1, thereupon
______________________________________ shall be deemed to have been granted the
rights and deemed to have assumed the obligations granted to or imposed on
"Primary Servicers" hereunder as to such Mortgage Loans (and under such Primary
Servicing Agreement). For purposes of the preceding sentence, a "Primary
Servicing Default" means an "event of default" of the related Primary Servicer
under the related Primary Servicing Agreement of
______________________________________ or of the related sub-servicer under the
related sub-servicing agreement (in effect as of the date hereof) of
______________________________________. If the Master Servicer is terminated
based upon an Event of Default set forth in clause (i) (as to the obligation to
make P&I Advances), (v) or (x) of Section 8.28(a), then the Master Servicer
shall have the right to enter into a primary servicing agreement with the
successor Master Servicer with respect to all Mortgage Loans that are not then
subject to a Primary Servicing Agreement, so long as the terminated Master
Servicer is on the approved list of commercial mortgage loan servicers
maintained by ___.

            Section 8.29 Procedure Upon Termination.

            (a) Notice of any termination pursuant to clause (i) of Section
8.28(a), specifying the Master Servicer Remittance Date upon which the final
transfer by the Master Servicer to the Paying Agent shall be made, shall be
given promptly in writing by the Master Servicer to the Paying Agent no later
than the later of (i) five Business Days after the final payment or other
liquidation of the last Mortgage Loan or (ii) the sixth day of the month of such
final distribution. Upon any such termination, the duties of the Master Servicer
(other than the obligation of the Master Servicer to pay to the Paying Agent the
amounts remaining in the Certificate Account as set forth below and the
obligations of the Master Servicer to the Trustee and the Trust and the Fiscal
Agent as provided herein) shall terminate and the Master Servicer shall transfer
to the Paying Agent the amounts remaining in the Certificate Account (and any

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sub-account) after making the withdrawals permitted to be made pursuant to
Section 5.2 and shall thereafter terminate the Certificate Account and any other
account or fund maintained with respect to the Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to the Master Servicer pursuant to clause (ii) of Section 8.28(a), or on the
date on which a written notice of termination is given to the Master Servicer
pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of
the Master Servicer under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall terminate (except for any rights relating to unpaid
servicing compensation or unreimbursed Advances or, if the terminated Master
Servicer is ______________________________________, its rights to the Excess
Servicing Fee); provided that in no event shall the termination of the Master
Servicer be effective until a successor servicer shall have succeeded the Master
Servicer as successor servicer, subject to approval by the Rating Agencies,
notified the Master Servicer of such designation and such successor servicer
shall have assumed the Master Servicer's obligations and responsibilities
hereunder and under the Primary Servicing Agreements, as set forth in an
agreement substantially in the form hereof, with respect to the Mortgage Loans
and, in the circumstances set forth in the last sentence of Section 8.28(c),
entered into a new primary servicing agreement with the predecessor Master
Servicer in substantially the same form as Exhibit AA attached hereto. Except as
provided in the next sentence, the Trustee may not succeed the Master Servicer
as servicer until and unless it has satisfied the provisions that would apply to
a Person succeeding to the business of the Master Servicer pursuant to Section
8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the
Master Servicer is terminated as a result of an event described in Section
8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor
servicer immediately upon delivery of a notice of termination to the Master
Servicer and shall use commercially reasonable efforts within 90 days of
assuming the duties of the Master Servicer, either to satisfy the conditions of
Section 8.22(b) hereof or to transfer the duties of the Master Servicer to a
successor servicer who has satisfied such conditions. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents or otherwise. The Master Servicer agrees to cooperate with the
Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of
the Master Servicer's responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying Mortgagors of the assignment of the
servicing function and providing the Trustee all documents and records in
electronic or other form reasonably requested by it to enable the successor
servicer designated by the Trustee to assume the Master Servicer's functions
hereunder and to effect the transfer to such successor for administration by it
of all amounts which shall at the time be or should have been deposited by the
Master Servicer in the Certificate Account and any other account or fund
maintained or thereafter received with respect to the Mortgage Loans.

            (c) If the Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (v) or (x) of Section 8.28(a), and if the Master
Servicer provides the Trustee with the appropriate "request for proposal"
materials within five Business Days after receipt of such written notice of
termination, then the Trustee shall promptly thereafter (using such "request for
proposal" materials provided

                                     -181-
<PAGE>

by the Master Servicer) solicit good faith bids for the rights to service the
Mortgage Loans under this Agreement from at least three but no more than five
Qualified Bidders or, if three Qualified Bidders cannot be located, then from as
many persons as the Trustee can determine are Qualified Bidders. At the
Trustee's request, the Master Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids. In no event shall the Trustee be
responsible if less than three Qualified Bidders submit bids for the right to
service the Mortgage Loans under this Agreement.

            (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof and the terms of the Primary
Servicing Agreements, not later than 30 days after termination of the Master
Servicer hereunder. The Trustee shall select the Qualified Bidder with the
highest cash bid (or such other Qualified Bidder as the Master Servicer may
direct) (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 in connection
therewith to deliver the amount of the Successful Bidder's cash bid to the
Trustee by wire transfer of immediately available funds to an account specified
by the Trustee no later than 10:00 a.m. New York City time on the date specified
for the assignment and assumption of the servicing rights hereunder.

            (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the Successful Bidder (net of all
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Master Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

            (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 30 days after the termination of the Master
Servicer hereunder or no Successful Bidder was identified within such 30-day
period, the Trustee shall have no further obligations under Section 8.29(c) and
may act or may select another successor to act as Master Servicer hereunder in
accordance with Section 8.29(b).

            (g) Notwithstanding anything to the contrary in this Section 8.29,
the successor master servicer must assume all of the obligations of the
terminated Master Servicer under the Primary Servicing Agreements (and the
subservicing agreement (in effect as of the date hereof) of
______________________________________) as a condition precedent to its becoming
Master Servicer hereunder.

            For purposes of the foregoing provisions of Section 8.29(c), the
phrase "rights to service" shall be construed to exclude those servicing rights
and duties as to which ______________________________________ has made an
election for the execution of a primary servicing agreement as contemplated by
Section 8.28(c).

                                     -182-
<PAGE>

                                   ARTICLE IX

           ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE
                           LOANS BY SPECIAL SERVICER

            Section 9.1 Duties of Special Servicer.

            (a) Subject to the express provisions of this Agreement, for and on
behalf of the Trust and for the benefit of the Certificateholders as a whole,
and, solely as it relates to any A/B Mortgage Loan, for the benefit of the
holder of the related B Note, the Special Servicer shall service the Specially
Serviced Mortgage Loans and manage the related REO Properties in accordance with
the provisions of this Agreement and the Servicing Standard. Certain of the
provisions of this Article IX make explicit reference to their applicability to
Mortgage Loans and any B Note; notwithstanding such explicit references,
references in this Article IX to "Mortgage Loans" shall be construed, unless
otherwise specified, to refer also to such B Note (but any other terms that are
defined in Article I and used in this Article IX shall be construed according to
such definitions without regard to this sentence).

            (b) The Special Servicer shall cooperate with the Master Servicer
and provide the Master Servicer with the information reasonably requested by the
Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its servicing obligations with respect to the Specially Serviced
Mortgage Loans hereunder; provided, however, that (i) the Special Servicer shall
not be required to produce any ad hoc reports or incur any unusual expense or
effort in connection therewith and (ii) if the Special Servicer elects to
provide such ad hoc reports, the Special Servicer may require the Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
The Special Servicer's obligations with respect to the servicing of any
Specially Serviced Mortgage Loan and any related REO Properties shall terminate
when such Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage
Loan, unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.

            (c) The Special Servicer shall send a written notice to the Master
Servicer and the Paying Agent within two Business Days after becoming aware that
a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall
identify the applicable Mortgage Loan. Upon the receipt of such notice by the
Master Servicer and the Paying Agent, such Mortgage Loan shall become a
Rehabilitated Mortgage Loan and will be serviced by the Master Servicer.

            (d) Upon the occurrence of a Servicing Transfer Event with respect
to a Mortgage Loan and upon the reasonable request of the Special Servicer, the
Master Servicer shall mark its records for such Mortgage Loan to cause any
monthly statements for amounts due on such Mortgage Loan to be sent thereafter
to the Special Servicer rather than the related Mortgagor. Upon receipt of any
such monthly statement, the Special Servicer shall, within two Business Days,
advise the Master Servicer of any changes to be made, and return the monthly
statement to the Master Servicer. The Master Servicer shall thereafter promptly
send the corrected monthly statement to the Mortgagor. If a Mortgage Loan
becomes a Rehabilitated Mortgage Loan, the Master Servicer shall send the
monthly statement to the Mortgagor as it did before such Mortgage Loan became a
Specially Serviced Mortgage Loan.

                                     -183-
<PAGE>

            (e) All amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan (other than a Mortgage Loan that has become an
REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a B Note) shall
be deposited in the Certificate Account, and all amounts collected by the Master
Servicer with respect to a Specially Serviced Mortgage Loan that is a B Note
shall be deposited in the related A/B Loan Custodial Account. The Master
Servicer shall within three Business Days after receipt of any such payment,
notify the Special Servicer of the receipt of such payment and the amount
thereof. The Special Servicer shall, within one Business Day thereafter,
instruct the Master Servicer in writing how to apply such payment (with the
application of such payments to be made in accordance with the related Mortgage
Loan documents (including the related Intercreditor Agreement, if any) or in
accordance with this Agreement, as applicable).

            (f) After the occurrence of any Servicing Transfer Event with
respect to any one or more Mortgage Loans that are the subject of any
Environmental Insurance Policy, (i) the Special Servicer shall monitor the dates
by which any claim must be made or action must be taken under such Environmental
Insurance Policy to achieve the payment of all amounts thereunder to which the
Trust is entitled in the event the Special Servicer has actual knowledge of any
event giving rise to a claim under such Environmental Insurance Policy (an
"Insured Environmental Event") and (ii) if the Special Servicer has actual
knowledge of an Insured Environmental Event with respect to such Mortgage Loan,
the Special Servicer shall take reasonable actions as are in accordance with the
Servicing Standard and the terms and conditions of the related Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all
amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any such claim shall be paid by, and reimbursable to, the Master
Servicer as a Servicing Advance. All extraordinary expenses (but not ordinary
and routine or anticipated expenses) incurred by the Special Servicer in
fulfilling its obligations under this Section 9.1 shall be paid by the Trust.

            Section 9.2 Fidelity Bond and Errors and Omissions Insurance Policy
of Special Servicer. The Special Servicer, at its expense, shall maintain in
effect a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance
Policy. The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity
Bond shall be issued by a Qualified Insurer (unless the Special Servicer self
insures as provided below) and be in form and amount consistent with the
Servicing Standard. In the event that any such Servicer Errors and Omissions
Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the Special
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term rating of the Special Servicer is not less
than two rating categories (ignoring pluses or minuses) lower than the highest
rating of the Certificates, but in any event not less than "___" as rated by ___
and "__" as rated by ______, the Special Servicer may self-insure for the
Servicer Fidelity Bond and the Servicer Error and Omissions Insurance Policy.

            Section 9.3 Sub-Servicers. The Special Servicer shall have the right
to use a Sub-Servicer on the same terms and conditions as those set forth in
Section 8.4 for a Sub-Servicer of the Master Servicer. The Special Servicer
shall notify the Master Servicer, Trustee and solely as it relates to any A/B
Mortgage Loan, to the holder of the related B Note, of the appointment of any
Sub-Servicer of the Special Servicer.

                                     -184-
<PAGE>

            Section 9.4 Special Servicer General Powers and Duties.

            (a) Subject to the other terms and provisions of this Agreement, the
Special Servicer is hereby authorized and empowered when the Special Servicer
believes it appropriate in accordance with the Servicing Standard, to take any
and all the actions with respect to Specially Serviced Mortgage Loans which the
Master Servicer may perform as set forth in Section 8.3(a), including (i) to
execute and deliver, on behalf of itself or the Trust (or holder of a B Note, as
applicable), any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge and all other comparable instruments, with
respect to the Specially Serviced Mortgage Loans and with respect to the related
REO Properties and (ii) to effectuate foreclosure or other conversion of the
ownership of any REO Property securing a Mortgage Loan. The Trustee shall
execute on the Closing Date a Power of Attorney in the form of Exhibit S-2
hereto and shall furnish the Special Servicer from time to time, upon request,
with any additional powers of attorney of the Trust, empowering the Special
Servicer to take such actions as it determines to be reasonably necessary to
comply with its servicing, administrative and management duties hereunder, and
the Trustee shall execute and deliver or cause to be executed and delivered such
other documents as a Special Servicing Officer may request, that are necessary
or appropriate to enable the Special Servicer to service, administer and manage
the Specially Serviced Mortgage Loans and carry out its duties hereunder, in
each case as the Special Servicer determines is in accordance with the Servicing
Standard and the terms of this Agreement; provided, that, prior to initiating
any proceedings in any court of law or equity (but not defending any proceedings
in any court of law or equity) or instituting any proceeding to foreclose on any
Mortgaged Property in the name of the Trust in any state, the Special Servicer
shall notify the Trustee in writing and not institute or initiate any such
proceedings for a period of five Business Days from the date of its delivery of
such notice to the Trustee, unless the Special Servicer reasonably believes that
such action should be taken in less than five Business Days to preserve the
property of the Trust for the benefit of Certificateholders, and the Trustee may
within five Business Days of its receipt of such notice advise the Special
Servicer that it has received an Opinion of Counsel (the cost of which shall be
an expense of the Trust) from an attorney duly licensed to practice law in the
state where the related Mortgaged Property or REO Property is located, that it
is likely that the laws of the state in which said action is to be taken either
prohibit such action if taken in the name of the Trust or that the Trust would
be adversely affected under the "doing business" or tax laws of such state if
such action is taken in its name; provided, further, that the Special Servicer
shall not be liable to the extent that it relies on the advice provided in such
Opinion of Counsel. Upon receipt of any such advice from the Trustee, the
Special Servicer shall take such action in the name of such Person or Persons,
in trust for the Trust (or holder of a B Note, if applicable), as shall be
consistent with the Opinion of Counsel obtained by the Trustee. Such Person or
Persons shall acknowledge in writing that such action is being taken by the
Special Servicer in the name of the Trust (or holder of a B Note, if
applicable). In the performance of its duties hereunder, the Special Servicer
shall be an independent contractor and shall not, except in those instances
where it is, after notice to the Trustee as provided above, taking action in the
name of the Trust (or holder of a B Note, if applicable), be deemed to be the
agent of the Trust (or holder of a B Note, as applicable). The Special Servicer
shall indemnify the Trustee for any loss, liability or reasonable expense
(including attorneys' fees) incurred by the Trustee or any director, officer,
employee, agent or Controlling Person of it or its affiliates in connection with
any negligent or intentional misuse of the foregoing powers of attorney
furnished to the Special Servicer by the Trustee. Such

                                     -185-
<PAGE>

indemnification shall survive the resignation or termination of the Special
Servicer hereunder, the resignation or termination of the Trustee and the
termination of this Agreement. The Special Servicer shall not have any
responsibility or liability for any act or omission of the Trustee, the Master
Servicer or the Depositor that is not attributable to the failure of the Special
Servicer to perform its obligations hereunder. The Special Servicer may
conclusively rely on any advice of counsel rendered in a Nondisqualification
Opinion.

            (b) In servicing and administering the Specially Serviced Mortgage
Loans and managing any related REO Properties, the Special Servicer shall employ
procedures consistent with the Servicing Standard. The Special Servicer shall
conduct, or cause to be conducted, inspections, at its own expense, of the
Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times
and in such manner as shall be consistent with the Servicing Standard; provided,
that the Special Servicer shall conduct, or cause to be conducted, inspections
of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at
least once during each twelve-month period that ends on _______ of any calendar
year (commencing with the twelve-month period ending _______, ____); provided,
further, that the Special Servicer shall, at the expense of the Trust, inspect
or cause to be inspected each Mortgaged Property related to a Mortgage Loan that
is delinquent for sixty (60) days in the payment of any amounts due under such
Mortgage Loan. The Special Servicer shall provide to the Master Servicer (who
shall provide, solely as it relates to any A/B Mortgage Loan, to the holder of
the related B Note) and the Operating Adviser copies of the Inspection Reports
relating to such inspections as soon as practicable after the completion of any
inspection.

            Section 9.5 "Due-on-Sale" Clauses; Assignment and Assumption
Agreements; Modifications of Specially Serviced Mortgage Loans;
Due-On-Encumbrance Clauses.

            Subject to the limitations of Section 12.3, the Special Servicer
shall have the following duties and rights:

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

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

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

then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds _% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by Principal

                                     -186-
<PAGE>

Balance) in the pool, then prior to waiving the effect of such provision, the
Special Servicer shall obtain Rating Agency Confirmation regarding such waiver.
In connection with the request for such consent, the Special Servicer shall
prepare and deliver to ___ and ______ a memorandum outlining its analysis and
recommendation in accordance with the Servicing Standard, together with copies
of all relevant documentation. The Special Servicer shall also prepare and
provide ___ and ______ with such memorandum and documentation for all transfer,
assumption and encumbrance consents granted for Mortgage Loans below the
threshold set forth above, but for which the Special Servicer's decision will be
sufficient and a Rating Agency Confirmation is not required. As to any Mortgage
Loan that is not a Specially Serviced Mortgage Loan and contains a provision in
the nature of a "due-on-sale" clause, the Special Servicer shall have the rights
and duties set forth in Section 8.7(b). The Special Servicer shall be entitled
to ___% of all assumption fees in connection with Specially Serviced Mortgage
Loans.

            After notice to the Operating Adviser, the Special Servicer is also
authorized to take or enter into an assignment and assumption agreement from or
with the Person to whom such property has been or is about to be conveyed,
and/or to release the original Mortgagor from liability upon the Specially
Serviced Mortgage Loan and substitute the new Mortgagor as obligor thereon;
provided, that except as otherwise permitted by Section 9.5(c), any such
assignment and assumption or substitution agreement shall contain no terms that
could result in an Adverse REMIC Event. To the extent permitted by law, the
Special Servicer shall enter into an assumption or substitution agreement that
is required under the related Mortgage Loan documents (either as a matter of
right or upon satisfaction of specified conditions) and shall otherwise enter
into any assumption or substitution agreement only if the credit status of the
prospective new mortgagor and the underwriting of the new mortgagor is in
compliance with the Special Servicer's regular commercial mortgage origination
or servicing standards and criteria. The Special Servicer shall notify the
Master Servicer of any such assignment and assumption or substitution agreement
and the Special Servicer shall forward to the Trustee the original of such
agreement, which original shall be added by the Trustee to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof.

            (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the Special Servicer consent to the
creation of any lien on a Mortgaged Property that is senior to, or on a parity
with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any lien or other encumbrance with respect to such Mortgaged
Property.

            (c) Subject to the Servicing Standard and Sections 9.39 and 9.40,
and the rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,
without limitation, the substitution or release of collateral or the pledge of
additional collateral) of the terms of any Specially Serviced Mortgage Loan,
including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage

                                     -187-
<PAGE>

Rate, (iii) forbear in the enforcement of any right granted under any Mortgage
Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the
Maturity Date of any Specially Serviced Mortgage Loan and/or (v) accept a
principal prepayment on any Specially Serviced Mortgage Loan during any period
during which voluntary Principal Prepayments are prohibited, provided, in the
case of any such modification, waiver or amendment, that (A) the related
Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or,
in the reasonable judgment of the Special Servicer, such default is reasonably
foreseeable, (B) in the reasonable judgment of the Special Servicer, such
modification, waiver or amendment would increase the recovery on the Specially
Serviced Mortgage Loan to Certificateholders on a net present value basis (the
relevant discounting of amounts that will be distributable to Certificateholders
to be performed at related Mortgage Rate), (C) such modification, waiver or
amendment would not cause an Adverse REMIC Event to occur, and (D) if notice to
the Operating Adviser of such modification, waiver or amendment is required
pursuant to Section 9.39, the Special Servicer has made such notice. The Special
Servicer, with respect to any B Note that is a Specially Serviced Mortgage Loan,
shall notify the holder of the B Note of any modification of the monthly
payments of an A/B Mortgage Loan and such monthly payments shall be allocated in
accordance with the related Intercreditor Agreement.

            In no event, however, shall the Special Servicer (i) extend the
Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is two
years prior to the Rated Final Distribution Date or (ii) if the Specially
Serviced Mortgage Loan is secured by a ground lease, extend the Maturity Date of
such Specially Serviced Mortgage Loan unless the Special Servicer gives due
consideration to the remaining term of such ground lease. The Special Servicer
shall not extend the Maturity Date of any Mortgage Loan secured by a Mortgaged
Property covered by a group secured creditor impaired property environmental
insurance policy for more than five years beyond such Mortgage Loan's Maturity
Date unless a new Phase I Environmental Report indicates that there is no
environmental condition or the Mortgagor obtains, at its expense, an extension
of such policy on the same terms and conditions to cover the period through five
years past the extended Maturity Date, provided that, (i) if such Mortgage Loan
is secured by a ground lease, the Special Servicer shall give due consideration
to the remaining term of the ground lease and (ii) in no case shall the Maturity
Date of any such Mortgage Loan be extended past a date that is two years prior
to the Rated Final Distribution Date.

            The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 9.5(c) shall be evidenced
by an Officer's Certificate certifying the information in the proviso to the
first paragraph under this subsection (c).

            (d) In the event the Special Servicer intends to permit a Mortgagor
to substitute collateral for all or any portion of a Mortgaged Property pursuant
to Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant
to Section 9.5(c), if the security interest of the Trust or the holder of any B
Note in such collateral would be perfected by possession, or if such collateral
requires special care or protection, then prior to agreeing to such substitution
or addition of collateral, the Special Servicer shall make arrangements for such
possession, care or protection, and prior to agreeing to such substitution or
addition of collateral (or such arrangement for possession, care or protection)
shall obtain the prior written consent of the Trustee with respect thereto
(which consent shall not be unreasonably withheld, delayed or conditioned);
provided, however, that the Trustee shall not be required (but has the option)
to

                                     -188-
<PAGE>

consent to any substitution or addition of collateral or to hold any such
collateral which will require the Trustee to undertake any additional duties or
obligations or incur any additional expense. Notwithstanding the foregoing, the
Special Servicer will not permit a Mortgagor to substitute collateral for any
portion of the Mortgaged Property pursuant to Section 9.5(c) unless it shall
have received a Rating Agency Confirmation in connection therewith, the costs of
which to be payable by the related Mortgagor to the extent provided for in the
Mortgage Loan documents. If the Mortgagor is not required to pay for the Rating
Agency Confirmation, then such expense will be paid by the Trust. The parties
hereto acknowledge that if the Trust incurs any Additional Trust Expense
associated solely with the release of collateral that is not required to be paid
by a Mortgagor pursuant to the related Mortgage Loan documents (and such
Additional Trust Expense is not paid by the Mortgagor), including, but not
limited to, rating agency fees, then the sole obligation of the related Seller
shall be to pay an amount equal to such expense to the extent the related
Mortgagor is not required to pay them. Promptly upon receipt of notice of such
unpaid expense, regarding a Specially Serviced Mortgage Loan, the Special
Servicer shall request the related Seller to make such payment by deposit to the
Certificate Account.

            (e) The Special Servicer will promptly deliver to the Master
Servicer, the Operating Adviser, the Trustee, the Paying Agent and the Rating
Agencies a notice, specifying any such assignments and assumptions,
modifications, waivers or amendments, such notice identifying the affected
Specially Serviced Mortgage Loan. Such notice shall set forth the reasons for
such waiver, modification, or amendment (including, but not limited to,
information such as related income and expense statements, rent rolls, occupancy
status, property inspections, and an internal or external appraisal performed in
accordance with MAI standards and methodologies (and, if done externally, the
cost of such appraisal shall be recoverable as a Servicing Advance subject to
the provisions of Section 4.4 hereof)). The Special Servicer shall also deliver
to the Trustee (or the Custodian), for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver or
amendment promptly following the execution thereof.

            (f) No fee described in this Section shall be collected by the
Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in
conjunction with any consent or any modification, waiver or amendment of the
Mortgage Loan if the collection of such fee would cause such consent,
modification, waiver or amendment to be a "significant modification" of the
Mortgage Note within the meaning of Treasury Regulation ss. 1.860G-2(b). Subject
to the foregoing, the Special Servicer shall use its reasonable efforts, in
accordance with the Servicing Standard, to collect any modification fees and
other expenses connected with a permitted modification of a Mortgage Loan from
the Mortgagor. The inability of the Mortgagor to pay any costs and expenses of a
proposed modification shall not impair the right of the Special Servicer, the
Master Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

            (g) The Special Servicer shall cooperate with the Master Servicer
(as provided in Section 8.7) in connection with assignments and assumptions of
Mortgage Loans that are not Specially Serviced Mortgage Loans, and shall be
entitled to receive __% of any assumption fee paid by the related Mortgagor in

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connection with an assignment and assumption executed pursuant to Section 8.7(a)
and __% of any assumption fee paid by the related Mortgagor in connection with
an assignment and assumption executed pursuant to Section 8.7(b). The Special
Servicer shall be entitled to ___% of any assumption fee received in connection
with a Specially Serviced Mortgage Loan.

            (h) Notwithstanding anything herein to the contrary, (i) the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or obtain consent or approval from the Operating Adviser prior to acting,
and provisions of this Agreement requiring such shall be of no effect, if the
Operating Adviser resigns or is removed, during the period following such
resignation or removal until a replacement is elected and (ii) no advice,
direction or objection from or by the Operating Adviser, as contemplated by this
Agreement, 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) (A) require or cause
the Special Servicer to violate applicable law, the terms of any Mortgage Loan,
any provision of this Agreement or the REMIC Provisions, including the Special
Servicer's obligation to act in accordance with the Servicing Standard, (B)
result in an Adverse REMIC Event with respect to any REMIC Pool, (C) expose the
Trust, the Depositor, the Master Servicer, the Special Servicer, the Fiscal
Agent, the Paying Agent or the Trustee, or any of their respective Affiliates,
officers, directors, employees or agents, to any material claim, suit or
liability, or (D) materially expand the scope of the Special Servicer's
responsibilities under this Agreement.

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

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

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

            (j) then, for so long as such Mortgage Loan is included in the
Trust, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall exercise (or, subject to Section 9.5, waive its right to exercise)
any right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to the creation of any such
additional lien or other encumbrance, in a manner consistent with the Servicing
Standard. Prior to waiving the effect of such provision with respect to a
Mortgage Loan, the Special Servicer shall obtain Rating Agency Confirmation
regarding such waiver.

            Section 9.6 Release of Mortgage Files.

            (a) Upon becoming aware of the payment in full of any Specially
Serviced Mortgage Loan, or the receipt by the Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,
or the complete defeasance of a Mortgage Loan, the Special Servicer will
immediately notify the Master Servicer. The Special Servicer shall determine, in
accordance with the Servicing Standard, whether an instrument of satisfaction
shall be delivered and, if the Special Servicer determines that such instrument
should be

                                     -190-
<PAGE>

delivered, the Special Servicer shall deliver written approval of such delivery
to the Master Servicer.

            (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the Special Servicer and delivery to the
Trustee or Custodian of a request for release signed by a Special Servicing
Officer substantially in the form of Exhibit C, release the related Mortgage
File to the Special Servicer. After the transfer of servicing with respect to
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.

            (c) The Special Servicer shall send notification in writing, to the
Master Servicer to request any documents and instruments in the possession of
the Master Servicer related to any Specially Serviced Mortgage Loan.

            (d) The Special Servicer shall, with respect to any Rehabilitated
Mortgage Loan, release to the Master Servicer all documents and instruments in
the possession of the Special Servicer related to such Rehabilitated Mortgage
Loan. Prior to the transfer of servicing with respect to any Rehabilitated
Mortgage Loan to the Master Servicer in accordance with the Servicing Standard,
the Special Servicer shall notify, in writing, each Mortgagor under each
Rehabilitated Mortgage Loan of such transfer.

            Section 9.7 Documents, Records and Funds in Possession of Special
Servicer to Be Held for the Trustee.

            (a) The Special Servicer shall transmit to the Trustee or Custodian
such documents and instruments coming into the possession of the Special
Servicer as from time to time are required by the terms hereof to be delivered
to the Trustee. Any funds received by the Special Servicer in respect of any
Specially Serviced Mortgage Loan or any REO Property or which otherwise are
collected by the Special Servicer as Liquidation Proceeds, Condemnation Proceeds
or Insurance Proceeds in respect of any Specially Serviced Mortgage Loan or any
REO Property shall be transmitted to the Master Servicer within one Business Day
of receipt to the Certificate Account, except that if such amounts relate to REO
Income, they shall be deposited in the REO Account. The Special Servicer shall
provide access to information and documentation regarding the Specially Serviced
Mortgage Loans to the Trustee, the Master Servicer, the Fiscal Agent, the Paying
Agent, the Operating Adviser and their respective agents and accountants at any
time upon reasonable written request and during normal business hours, provided
that the Special Servicer shall not be required to take any action or provide
any information that the Special Servicer determines will result in any material
cost or expense to which it is not entitled to reimbursement hereunder or will
result in any material liability for which it is not indemnified hereunder;
provided further that the Trustee and the Paying Agent shall be entitled to
receive from the Special Servicer all such information as the Trustee and the
Paying Agent shall reasonably require to perform their respective duties
hereunder. In fulfilling such a request, the

                                     -191-
<PAGE>

Special Servicer shall not be responsible for determining whether such
information is sufficient for the Trustee's, the Master Servicer's, the Fiscal
Agent's, the Paying Agent's or the Operating Adviser's purposes.

            (b) The Special Servicer hereby acknowledges that the Trust (and/or
the holder of the related B Note, if an A/B Mortgage Loan is involved) owns the
Specially Serviced Mortgage Loans and all Mortgage Files representing such
Specially Serviced Mortgage Loans and all funds now or hereafter held by, or
under the control of, the Special Servicer that are collected by the Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which the Special
Servicer is entitled hereunder); and the Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, the Special Servicer,
shall be held by the Special Servicer for and on behalf of the Trust (or the
holder of the related B Note, if an A/B Mortgage Loan is involved).

            (c) The Special Servicer also agrees that it shall not create, incur
or subject any Specially Serviced Mortgage Loans, or any funds that are required
to be deposited in any REO Account to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, nor assert by legal
action or otherwise any claim or right of setoff against any Specially Serviced
Mortgage Loan or any funds, collected on, or in connection with, a Specially
Serviced Mortgage Loan.

            Section 9.8 Representations, Warranties and Covenants of the Special
Servicer.

            (a) The Special Servicer hereby represents and warrants to and
covenants with the Trustee, as of the Closing Date:

            (i) the Special Servicer is duly organized, validly existing and in
      good standing as a corporation under the laws of the State of California,
      and shall be in compliance with the laws of each State in which any
      Mortgaged Property (including any REO Property) which is, or is related to
      a Specially Serviced Mortgage Loan is located to the extent necessary to
      perform its obligations under this Agreement, except where the failure to
      so qualify or comply would not adversely affect the Special Servicer's
      ability to perform its obligations hereunder in accordance with the terms
      of this Agreement;

            (ii) the Special Servicer has the full power and authority to
      execute, deliver, perform, and to enter into and consummate all
      transactions and obligations contemplated by this Agreement. The Special
      Servicer has duly and validly authorized the execution, delivery and
      performance of this Agreement and this Agreement has been duly executed
      and delivered by the Special Servicer; and this Agreement, assuming the
      due authorization, execution and delivery thereof by the Depositor, the
      Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer,
      evidences the valid and binding obligation of the Special Servicer
      enforceable against the Special Servicer in accordance with its terms
      subject, as to enforcement of remedies, to applicable bankruptcy,
      reorganization, insolvency, moratorium, receivership and other similar
      laws affecting

                                     -192-
<PAGE>

      creditors' rights generally as from time to time in effect, and to 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, the consummation
      of the transactions contemplated hereby, and the fulfillment of or
      compliance with the terms and conditions of this Agreement will not (1)
      result in a breach of any term or provision of its charter or by-laws or
      (2) conflict with, result in a breach, violation or acceleration of, or
      result in a default under, the terms of any other material agreement or
      instrument to which it is a party or by which it may be bound, or any law,
      governmental rule, regulation, or judgment, decree or order applicable to
      it of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over it, which materially and adversely affects
      its ability to perform its obligations under this Agreement;

            (iv) no litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened, against it, the outcome of which, in the
      Special Servicer's reasonable judgment, could reasonably be expected to
      materially and adversely affect the execution, delivery or enforceability
      of this Agreement or its ability to service the Mortgage Loans or to
      perform any of its other obligations hereunder in accordance with the
      terms hereof; and

            (v) no consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by it of, or compliance by it with, this Agreement, or the
      consummation of the transactions contemplated hereby, or if any such
      consent, approval, authorization or order is required, it has obtained the
      same or will obtain the same prior to the time necessary to perform its
      obligations under this Agreement, and, except to the extent in the case of
      performance, that its failure to be qualified as a foreign corporation or
      licensed in one or more states is not necessary for the performance by it
      of its obligations hereunder.

            (b) It is understood that the representations and warranties set
forth in this Section 9.8 shall survive the execution and delivery of this
Agreement.

            (c) Any cause of action against the Special Servicer arising out of
the breach of any representations and warranties made in this Section shall
accrue upon the giving of written notice to the Special Servicer by any of the
Trustee, the Master Servicer, the Paying Agent or the Fiscal Agent. The Special
Servicer shall give prompt notice to the Trustee, the Fiscal Agent, the Paying
Agent, the Depositor, the Operating Adviser and the Master Servicer of the
occurrence, or the failure to occur, of any event that, with notice, or the
passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

            Section 9.9 Standard Hazard, Flood and Comprehensive General
Liability Insurance Policies.

            (a) For all REO Property, the Special Servicer shall use reasonable
efforts, consistent with the Servicing Standard, to maintain with a Qualified
Insurer a Standard Hazard

                                     -193-
<PAGE>

Insurance Policy which does not provide for reduction due to depreciation in an
amount which is not less than the full replacement cost of the improvements of
such REO Property or in an amount not less than the unpaid Principal Balance
plus all unpaid interest and the cumulative amount of Servicing Advances (plus
Advance Interest) made with respect to such Mortgage Loan, whichever is less,
but, in any event, in an amount sufficient to avoid the application of any
co-insurance clause. If the improvements to the Mortgaged Property are in an
area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been made
available), the Special Servicer shall maintain a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage equal to the lesser of the
then outstanding Principal Balance of the Specially Serviced Mortgage Loan and
unpaid Advances (plus Advance Interest) and the maximum insurance coverage
required under such current guidelines. It is understood and agreed that the
Special Servicer has no obligation to obtain earthquake or other additional
insurance on REO Property, except as required by law and, nevertheless, at its
sole option and at the Trust's expense, it (if required at origination and is
available at commercially reasonable rates) may obtain such earthquake
insurance. The Special Servicer shall use its reasonable efforts, consistent
with the Servicing Standard, to obtain a comprehensive general liability
insurance policy for all REO Properties. The Special Servicer shall, to the
extent available at commercially reasonable rates (as determined by the Special
Servicer in accordance with the Servicing Standard) and to the extent consistent
with the Servicing Standard, use its reasonable efforts to maintain a Rent Loss
Policy covering revenues for a period of at least twelve months and a
comprehensive general liability policy with coverage comparable to prudent
lending requirements in an amount not less than $_________ per occurrence. All
applicable policies required to be maintained by the Special Servicer pursuant
to this Section 9.9(a) shall name the Trustee as loss payee and be endorsed with
a standard mortgagee clause. The costs of such insurance shall be a Servicing
Advance, subject to the provisions of Section 4.4 hereof.

            (b) Any amounts collected by the Special Servicer under any
insurance policies maintained pursuant to this Section 9.9 (other than amounts
to be applied to the restoration or repair of the REO Property) shall be
deposited into the applicable REO Account. Any cost incurred in maintaining the
insurance required hereby for any REO Property shall be a Servicing Advance,
subject to the provisions of Section 4.4 hereof.

            (c) Notwithstanding the above, the Special Servicer shall not be
required in any event to maintain or obtain insurance coverage beyond what is
reasonably available at a cost customarily acceptable and consistent with the
Servicing Standard. The Special Servicer shall notify the Trustee of any such
determination.

            The Special Servicer shall conclusively be deemed to have satisfied
its obligations as set forth in this Section 9.9 either (i) if the Special
Servicer shall have obtained and maintained a master force placed or blanket
insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer with a minimum claims paying ability rating of at least "__" by ___ and
"__" by ______ or otherwise approved by the Rating Agencies

                                     -194-
<PAGE>

or (ii) if the Special Servicer, provided that the rating of such Person's
long-term debt is not less than "__" by ___ and "__" by ______ self-insures for
its obligations as set forth in the first paragraph of this Section 9.9. In the
event that the Special Servicer shall cause any Mortgage Loan to be covered by
such a master force placed or blanket insurance policy, the incremental cost of
such insurance allocable to such Mortgage Loan (i.e., other than any minimum or
standby premium payable for such policy whether or not any Mortgage Loan is then
covered thereby), if not borne by the related Mortgagor, shall be paid by the
Special Servicer as a Servicing Advance, subject to the provisions of Section
4.4 hereof. If such policy contains a deductible clause, the Special Servicer
shall, if there shall not have been maintained on the related Mortgaged Property
a policy complying with this Section 9.9 and there shall have been a loss that
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible
exceeds (i) the deductible under the related Mortgage Loan or (ii) if there is
no deductible limitation required under the Mortgage Loan, the deductible amount
with respect to insurance policies generally available on properties similar to
the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer's Certificate describing the calculation
of such amount. In connection with its activities as administrator and servicer
of the Mortgage Loans, the Special Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket
insurance policy.

            Section 9.10 Presentment of Claims and Collection of Proceeds. The
Special Servicer will prepare and present or cause to be prepared and presented
on behalf of the Trustee all claims under the Insurance Policies with respect to
REO Property, and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
recover under such policies. Any proceeds disbursed to the Special Servicer in
respect of such policies shall be promptly remitted to the Certificate Account,
upon receipt, except for any amounts realized that are to be applied to the
repair or restoration of the applicable REO Property in accordance with the
Servicing Standard. Any extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the Special Servicer in fulfilling its
obligations under this Section 9.10 shall be paid by the Trust.

            Section 9.11 Compensation to the Special Servicer.

            (a) As compensation for its activities hereunder, the Special
Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the
Liquidation Fee and (iii) the Work-Out Fee. Such amounts, if any, collected by
the Special Servicer from the related Mortgagor shall be transferred by the
Special Servicer to the Master Servicer within one Business Day of receipt
thereof, and deposited by the Master Servicer in the Certificate Account. The
Special Servicer shall be entitled to receive a Liquidation Fee from the
Liquidation Proceeds received in connection with a final disposition of a
Specially Serviced Mortgage Loan or REO Property (whether arising pursuant to a
sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is
a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the
reference to "REO Property" in the preceding sentence shall be construed on a
property-by-property basis to refer separately to the acquired real property
that is a successor to each of such Mortgaged Properties, thereby entitling the
Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in
connection with a final disposition of, and

                                     -195-
<PAGE>

Condemnation Proceeds received in connection with, each such acquired property
as the Liquidation Proceeds related to that property are received. The Special
Servicer shall also be entitled to additional special servicing compensation of
an amount equal to the excess, if any, of the aggregate Prepayment Interest
Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans
which have received voluntary Principal Prepayments not from Liquidation
Proceeds or from modifications of Specially Serviced Mortgage Loans for each
Distribution Date over the aggregate Prepayment Interest Shortfalls for such
Mortgage Loans for such Distribution Date. If the Special Servicer resigns or is
terminated for any reason, it shall retain the right to receive any Work-Out
Fees payable on Mortgage Loans that became Rehabilitated Mortgage Loans while it
acted as Special Servicer and remained Rehabilitated Mortgage Loans at the time
of such resignation or termination for so long as such Mortgage Loan remains a
Rehabilitated Mortgage Loan.

            (b) The Special Servicer shall be entitled to cause the Master
Servicer to withdraw (i) from the Certificate Account, the Special Servicer
Compensation in respect of each Mortgage Loan (but not a B Note) and (ii) from
any A/B Loan Custodial Account, the Special Servicer Compensation to the extent
related solely to the related B Note, in the time and manner set forth in
Section 5.2 of this Agreement. The Special Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.

            (c) Additional Special Servicer Compensation in the form of net
interest or income on any REO Account, assumption fees, extension fees,
servicing fees, Modification Fees, forbearance fees, Late Fees and default
interest (net of amounts used to pay Advance Interest) or other usual and
customary charges and fees actually received from the Mortgagor in connection
with any Specially Serviced Mortgage Loan shall be retained by the Special
Servicer, to the extent not required to be deposited in the Certificate Account
pursuant to the terms of this Agreement. The Special Servicer shall also be
permitted to receive __% of all assumption fees collected with respect to
Mortgage Loans that are not Specially Serviced Mortgage Loans as provided in
Section 8.7(a) and ___% of all assumption fees collected with respect to
Mortgage Loans that are Specially Serviced Mortgage Loans as provided in Section
9.5(a). To the extent any component of Special Servicer Compensation is in
respect of amounts usually and customarily paid by Mortgagors, the Special
Servicer shall use reasonable good faith efforts to collect such amounts from
the related Mortgagor, and to the extent so collected, in full or in part, the
Special Servicer shall not be entitled to compensation for the portion so
collected therefor hereunder out of the Trust.

            Section 9.12 Realization Upon Defaulted Mortgage Loans.

            (a) The Special Servicer, in accordance with the Servicing Standard
and subject to Section 9.4(a) and Section 9.36, shall use its reasonable efforts
to foreclose upon, repossess or otherwise comparably convert the ownership of
Mortgaged Properties securing such of the Specially Serviced Mortgage Loans as
come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments of such Mortgage Loan, the
sale of such Mortgage Loan in accordance with this Agreement or the modification
of such Mortgage Loan in accordance with this Agreement. In connection with such
foreclosure or other conversion of ownership, the Special Servicer shall follow
the

                                     -196-
<PAGE>

Servicing Standard. The foregoing is subject to the proviso that the Special
Servicer shall not request that the Master Servicer make a Servicing Advance for
Liquidation Expenses unless the Special Servicer shall determine, consistent
with the Servicing Standard, (i) that such foreclosure will increase on a net
present value basis the Liquidation Proceeds of the Specially Serviced Mortgage
Loan to the Trust (and the holder of the related B Note if in connection with an
A/B Mortgage Loan, taken as a collective whole) and (ii) that such Liquidation
Expenses will be recoverable from Liquidation Proceeds, and any such Servicing
Advance by the Master Servicer or the Trustee or the Fiscal Agent shall be
subject to the determination(s) of recoverability contemplated by Section 4.4.

            (b) The Special Servicer shall not acquire any personal property
relating to any Specially Serviced Mortgage Loan pursuant hereto unless either:

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

            (ii) the Special Servicer shall have received a Nondisqualification
      Opinion (the cost of which shall be reimbursed by the Trust) to the effect
      that the holding of such personal property by any REMIC will not cause the
      imposition of a tax on any REMIC Pool under the Code or cause any REMIC
      Pool to fail to qualify as a REMIC.

            (c) Notwithstanding anything to the contrary in this Agreement, the
Special Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, and shall not
otherwise acquire possession of, or take any other action with respect to, any
Mortgaged Property, if, as a result of any such action the Trust would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA,
or any applicable comparable federal, state or local law, or a "discharger" or
"responsible party" thereunder, unless the Special Servicer has also previously
determined in accordance with the Servicing Standard, based on a Phase I
Environmental Report prepared by a Person (who may be an employee or affiliate
of the Master Servicer or the Special Servicer) who regularly conducts
environmental site assessments in accordance with the standards of FNMA in the
case of multi-family mortgage loans and customary servicing practices in the
case of commercial loans for environmental assessments, which report shall be
delivered to the Trustee, that:

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

            (ii) taking such actions as are necessary to bring the Mortgaged
      Property in compliance with applicable Environmental Laws is reasonably
      likely to produce a greater recovery on a net present value basis than
      pursuing a claim under the Environmental Insurance Policy; and

                                     -197-
<PAGE>

            (iii) there are no circumstances or conditions present or threatened
      at such Mortgaged Property relating to the use, management, disposal or
      release of any hazardous substances, hazardous materials, hazardous
      wastes, or petroleum-based materials for which investigation, testing,
      monitoring, removal, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that, if any such materials
      are present for which such action could be required, after consultation
      with an environmental expert taking such actions with respect to the
      affected Mortgaged Property is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions (after
      taking into account the projected costs of such actions); provided,
      however, that such compliance pursuant to clause (i) and (ii) above or the
      taking of such action pursuant to this clause (iii) shall only be required
      to the extent that the cost thereof is a Servicing Advance of the Master
      Servicer pursuant to this Agreement, subject to the provisions of Section
      4.4 hereof.

            (d) The cost of the Phase I Environmental Report contemplated by
Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the Master Servicer shall treat such cost as a Servicing Advance subject
to the provisions of Section 4.4 hereof; provided that, in the latter event, the
Special Servicer shall use its good faith reasonable business efforts to recover
such cost from the Mortgagor in connection with the curing of the default under
the Specially Serviced Mortgage Loan.

            (e) If the Special Servicer determines, pursuant to Section 9.12(c),
that taking such actions as are necessary to bring any Mortgaged Property into
compliance with applicable Environmental Laws, or taking such actions with
respect to the containment, removal, clean-up or remediation of hazardous
substances, hazardous materials, hazardous wastes, or petroleum-based materials
affecting any such Mortgaged Property, is not reasonably likely to produce a
greater recovery on a net present value basis than not taking such actions
(after taking into account the projected costs of such actions) or than not
pursuing a claim under the Environmental Insurance Policy, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust (and the holder of the related B Note if in connection with an A/B
Mortgage Loan, taken as a collective whole), including, without limitation,
releasing the lien of the related Mortgage. If the Special Servicer determines
that a material possibility exists that Liquidation Expenses with respect to
Mortgaged Property (taking into account the cost of bringing it into compliance
with applicable Environmental Laws) would exceed the Principal Balance of the
related Mortgage Loan, the Special Servicer shall not attempt to bring such
Mortgaged Property into compliance and shall not acquire title to such Mortgaged
Property unless it has received the written consent of the Trustee to such
action.

            (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of maintaining any
action with respect to any Specially Serviced Mortgage Loan, including, without
limitation, any action to obtain a deficiency judgment with respect to any
Specially Serviced Mortgage Loan.

            Section 9.13 Foreclosure. In the event that the Trust obtains,
through foreclosure on a Mortgage or otherwise, the right to receive title to a
Mortgaged Property, the

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<PAGE>

Special Servicer, as its agent, shall direct the appropriate party to deliver
title to the REO Property to the Trustee or its nominee.

            The Special Servicer may consult with counsel to determine when an
Acquisition Date shall be deemed to occur under the REMIC Provisions with
respect to the Mortgaged Property, the expense of such consultation being
treated as a Servicing Advance related to the foreclosure, subject to the
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust
(and the holder of the related B Note if in connection with an A/B Mortgage
Loan), shall sell the REO Property expeditiously, but in any event within the
time period, and subject to the conditions, set forth in Section 9.15. Subject
to Section 9.15, the Special Servicer shall manage, conserve, protect and
operate the REO Property for the holders of beneficial interests in the Trust
(and the holder of the related B Note if in connection with an A/B Mortgage
Loan) solely for the purpose of its prompt disposition and sale.

            Section 9.14 Operation of REO Property.

            (a) The Special Servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property one or more accounts held in trust
for the benefit of the Certificateholders (and the holder of the related B Note
if in connection with an A/B Mortgage Loan) in the name of
"________________________________, as Trustee for the Holders of Bear Stearns
Commercial Mortgage Securities II Inc. Commercial Mortgage Securities II Inc.
Commercial Mortgage Pass-Through Certificates Series 200_-___ and the holder of
any B Note as their interests may appear [name of Property Account]" (each, an
"REO Account"), which shall be an Eligible Account. Amounts in any REO Account
shall be invested in Eligible Investments. The Special Servicer shall deposit
all funds received with respect to an REO Property in the applicable REO Account
within two days of receipt. The Special Servicer shall account separately for
funds received or expended with respect to each REO Property. All funds in each
REO Account may be invested only in Eligible Investments. The Special Servicer
shall notify the Trustee and the Master Servicer in writing of the location and
account number of each REO Account and shall notify the Trustee prior to any
subsequent change thereof.

            (b) On or before each Special Servicer Remittance Date, the Special
Servicer shall withdraw from each REO Account and deposit in the Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties and reinvestment income thereon; provided,
however, that (i) the Special Servicer may retain in such REO Account such
portion of such proceeds and collections as may be necessary to maintain in the
REO Account sufficient funds for the proper operation, management and
maintenance of the related REO Property, including, without limitation, the
creation of reasonable reserves for repairs, replacements, and necessary capital
improvements and other related expenses. The Special Servicer shall notify the
Master Servicer of all such deposits (and the REO Properties to which the
deposits relate) made into the Certificate Account and (ii) the Special Servicer
shall be entitled to withdraw from the REO Account and pay itself as additional
Special Servicing Compensation any interest or net reinvestment income earned on
funds deposited in the REO Account. The amount of any losses incurred in respect
of any such investments shall be for the

                                     -199-
<PAGE>

account of the Special Servicer which shall deposit the amount of such loss (to
the extent not offset by income from other investments) in the REO Account, out
of its own funds immediately as realized. If the Special Servicer deposits in
any REO Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the REO Account, any provision herein to the
contrary notwithstanding.

            (c) If the Trust acquires the Mortgaged Property, the Special
Servicer shall have full power and authority, in consultation with the Operating
Adviser, and subject to the specific requirements and prohibitions of this
Agreement and any applicable consultation rights of the holder of the related B
Note relating to an A/B Mortgage Loan, to do any and all things in connection
therewith as are consistent with the Servicing Standard, subject to the REMIC
Provisions, and in such manner as the Special Servicer deems to be in the best
interest of the Trust (and in the case of the A/B Mortgage Loan, the holder of
the related B Note and the Trust as a collective whole), and, consistent
therewith, may advance from its own funds to pay for the following items (which
amounts shall be reimbursed by the Master Servicer or the Trust subject to
Sections 4.4 in accordance with Section 4.6(e)), to the extent such amounts
cannot be paid from REO Income:

            (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 could result or have resulted in the imposition of a lien
      thereon; and

            (iii) all costs and expenses necessary to maintain, operate, lease
      and sell such REO Property (other than capital expenditures).

            (d) The Special Servicer may, and to the extent necessary to (i)
preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract
with any Independent Contractor for the operation and management of the REO
Property, provided that:

            (i) the terms and conditions of any such contract shall not be
      inconsistent herewith;

            (ii) the terms of such contract shall be consistent with the
      provisions of Section 856 of the Code and Treasury Regulation Section
      1.856-4(b)(5);

            (iii) only to the extent consistent with (ii) above, any such
      contract shall require, or shall be administered to require, that the
      Independent Contractor (A) pay all costs and expenses incurred in
      connection with the operation and management of such Mortgaged Property
      underlying the REO Property and (B) deposit on a daily basis all amounts
      payable to the Trust in accordance with the contract between the Trust and
      the Independent Contractor in an Eligible Account;

            (iv) none of the provisions of this Section 9.14 relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the

                                     -200-
<PAGE>

      Special Servicer of any of its duties and obligations to the Trustee with
      respect to the operation and management of any such REO Property;

            (v) if the Independent Contractor is an Affiliate of the Special
      Servicer, the consent of the Operating Adviser and a Nondisqualification
      Opinion must be obtained; and

            (vi) 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 the Trust (and, if
applicable, the holder of a B Note) pursuant to this subsection (d) for
indemnification of the Special Servicer by such Independent Contractor, and
nothing in this Agreement shall be deemed to limit or modify such
indemnification. All fees of the Independent Contractor (other than fees paid
for performing services within the ordinary duties of a Special Servicer which
shall be paid by the Special Servicer) shall be paid from the income derived
from the REO Property. To the extent that the income from the REO Property is
insufficient, such fees shall be advanced by the Master Servicer as a Servicing
Advance, subject to the provisions of Section 4.4 and Section 4.6(e) hereof.

            (e) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not rent, lease, or otherwise earn income on behalf of
the Trust or the beneficial owners thereof with respect to REO Property which
might cause the REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (without giving effect to the
final sentence thereof) or result in the receipt by any REMIC of any "income
from nonpermitted assets" within the meaning of Section 860F(a)(2) of the Code
or any "net income from foreclosure property" which is subject to tax under the
REMIC Provisions unless (i) the Trustee and the Special Servicer have received
an Opinion of Counsel (at the Trust's sole expense) to the effect that, under
the REMIC Provisions and any relevant proposed legislation, any income generated
for REMIC I by the REO Property would not result in the imposition of a tax upon
REMIC I or (ii) in accordance with the Servicing Standard, the Special Servicer
determines the income or earnings with respect to such REO Property will offset
any tax under the REMIC Provisions relating to such income or earnings and will
maximize the net recovery from the REO Property to the Certificateholders. The
Special Servicer shall notify the Trustee, the Paying Agent and the Master
Servicer of any election by it to incur such tax, and the Special Servicer (i)
shall hold in escrow in an Eligible Account an amount equal to the tax payable
thereby from revenues collected from the related REO Property, (ii) provide the
Paying Agent with all information for the Paying Agent to file the necessary tax
returns in connection therewith and (iii) upon request from the Paying Agent,
pay from such account to the Paying Agent the amount of the applicable tax. The
Paying Agent shall file the applicable tax returns based on the information
supplied by the Special Servicer and pay the applicable tax from the amounts
collected by the Special Servicer.

            Subject to, and without limiting the generality of the foregoing,
the Special Servicer, on behalf of the Trust, shall not:

                                     -201-
<PAGE>

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

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

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

            (iv) Directly Operate, other than through an Independent Contractor,
      or allow any other Person to Directly Operate, other than through an
      Independent Contractor, the REO Property on any date more than 90 days
      after the Acquisition Date; unless, in any such case, the Special Servicer
      has requested and received an Opinion of Counsel at the Trust's sole
      expense to the effect that such action will not cause such REO Property to
      fail to qualify as "foreclosure property" within the meaning of Section
      860G(a)(8) of the Code (without giving effect to the final sentence
      thereof) at any time that it is held by the applicable REMIC Pool, in
      which case the Special Servicer may take such actions as are specified in
      such Opinion of Counsel.

            Section 9.15 Sale of REO Property.

            (a) In the event that title to any REO Property is acquired by the
Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The Special Servicer, after notice to the Operating Adviser, shall use
its reasonable best efforts to sell any REO Property as soon as practicable
consistent with the objective of maximizing proceeds for all Certificateholders,
but in no event later than the end of the third calendar year following the end
of the year of its acquisition, and in any event prior to the Rated Final
Distribution Date, unless (i) the Trustee, on behalf of the applicable REMIC
Pool, has been granted an extension of time (an "Extension") (which extension
shall be applied for at least 60 days prior to the expiration of the period
specified above) by the Internal Revenue Service to sell such REO Property (a
copy of which shall be delivered to the Paying Agent upon request), in which
case the Special Servicer shall continue to attempt to sell the REO Property for
its fair market value for such period longer than the period specified above as
such Extension permits or (ii) the Special Servicer seeks and subsequently
receives, at the expense of the Trust, a Nondisqualification Opinion, addressed
to the Trustee and the Special Servicer, to the effect that the holding by the
Trust of such REO Property subsequent to the period specified above after its
acquisition will not result in the imposition of taxes on "prohibited
transactions" of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause
any REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding. If the Trustee has not received an Extension or such Opinion of
Counsel and the Special Servicer is not able to sell such REO Property within
the period specified above, or if an Extension has been granted and the Special
Servicer is unable to sell such REO Property within the extended time period,
the Special Servicer shall, after consultation with the Operating Adviser,
before the end

                                     -202-
<PAGE>

of such period or extended period, as the case may be, auction the REO Property
to the highest bidder (which may be the Special Servicer) in accordance with the
Servicing Standard; provided, however, that no Interested Person shall be
permitted to purchase the REO Property at a price less than the Purchase Price;
and provided, further that if the Special Servicer intends to bid on any REO
Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii)
the Trustee shall promptly obtain, at the expense of the Trust an Appraisal of
such REO Property (or internal valuation in accordance with the procedures
specified in Section 6.9) and (iii) the Special Servicer shall not bid less than
the fair market value set forth in such Appraisal. Neither any Seller nor the
Depositor may purchase REO Property at a price in excess of the fair market
value thereof.

            (b) Within 30 days of the sale of the REO Property, the Special
Servicer shall provide to the Trustee, the Paying Agent and the Master Servicer
(and the holder of the related B Note, if any, if in connection with an A/B
Mortgage Loan) a statement of accounting for such REO Property, including
without limitation, (i) the Acquisition Date for the REO Property, (ii) the date
of disposition of the REO Property, (iii) the sale price and related selling and
other expenses, (iv) accrued interest (including interest deemed to have
accrued) on the Specially Serviced Mortgage Loan to which the REO Property
related, calculated from the Acquisition Date to the disposition date, (v) final
property operating statements, and (vi) such other information as the Trustee or
the Paying Agent (and the holder of the related B Note if in connection with an
A/B Mortgage Loan) may reasonably request in writing.

            (c) The Liquidation Proceeds from the final disposition of the REO
Property shall be deposited in the Certificate Account within one Business Day
of receipt.

            (d) The Special Servicer shall provide the necessary information to
the Master Servicer and the Paying Agent to allow the Master Servicer to
prepare, deliver and file reports of foreclosure and abandonment in accordance
with Section 6050J and Section 6050P, if required, of the Code with respect to
such REO Property and shall deliver such information with respect thereto as the
Master Servicer or the Paying Agent may request in writing.

            Section 9.16 Realization on Collateral Security. In connection
with the enforcement of the rights of the Trust to any property securing any
Specially Serviced Mortgage Loan other than the related Mortgaged Property, the
Special Servicer shall consult with counsel to determine how best to enforce
such rights in a manner consistent with the REMIC Provisions and shall not,
based on a Nondisqualification Opinion addressed to the Special Servicer and the
Trustee (the cost of which shall be an expense of the Trust) take any action
that could result in the failure of any REMIC Pool to qualify as a REMIC while
any Certificates are outstanding, unless such action has been approved by a vote
of __% of each Class of Certificateholders (including the [Class R-I], [Class
R-II] and [Class R-III] Certificateholders).

            Section 9.17 Reserved

            Section 9.18 Annual Officer's Certificate as to Compliance. The
Special Servicer shall deliver to the Paying Agent on or before noon (Eastern
Time) on ________ of each calendar year (or ________ if a leap year), commencing
in ______ 2003, an Officer's Certificate stating, as to the signer thereof, that
(A) a review of the activities of the Special

                                     -203-
<PAGE>

Servicer during the preceding calendar year or portion thereof and of the
performance of the Special Servicer under this Agreement has been made under
such officer's supervision and (B) to the best of such officer's knowledge,
based on such review, the Special Servicer has fulfilled all its obligations
under this Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such officer and the nature and status thereof. The
Special Servicer shall deliver such Officer's Certificate to the Master
Servicer, the Depositor and the Trustee by _______ of each calendar year. The
Special Servicer shall forward a copy of each such statement to the Rating
Agencies. The Paying Agent shall forward a copy of each such statement to the
Luxembourg Paying Agent.

            Section 9.19 Annual Independent Accountants' Servicing Report. On or
before noon (Eastern Time) on ________ of each calendar year (or ________ if a
leap year), beginning with _____ ____, the Special Servicer at its expense shall
cause a nationally recognized firm of Independent public accountants (who may
also render other services to the Special Servicer, as applicable) to furnish to
the Paying Agent (in electronic format) a statement to the effect that (a) such
firm has examined certain documents and records relating to the servicing of the
Mortgage Loans under this Agreement or the servicing of mortgage loans similar
to the Mortgage Loans under substantially similar agreements for the preceding
calendar year and (b) the assertion by management of the Special Servicer, that
it maintained an effective internal control system over the servicing of such
mortgage loans is fairly stated in all material respects, based upon established
criteria, which statement meets the standards applicable to accountant's reports
intended for general distribution; provided that each of the Master Servicer and
the Special Servicer shall not be required to cause the delivery of such
statement until ________ in any given year so long as it has received written
confirmation from the Depositor that a Report on Form 10-K is not required to be
filed in respect of the Trust Fund for the preceding calendar year. The Special
Servicer shall deliver such statement to the Depositor, each Rating Agency, the
Trustee and, upon request, the Operating Adviser by _______ of each calendar
year (or by ________ of each calendar year if the statement is not required to
be delivered until ________). The Paying Agent shall promptly deliver such
statement to the Luxembourg Paying Agent.

            Section 9.20 Merger or Consolidation. Any Person into which the
Special Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Special
Servicer shall be a party, or any Person succeeding to the business of the
Special Servicer, shall be the successor of the Special Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that each of the Rating Agencies
provides a Rating Agency Confirmation. If the conditions to the proviso in the
foregoing sentence are not met, the Trustee may terminate the Special Servicer's
servicing of the Specially Serviced Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 9.31.

            Section 9.21 Resignation of Special Servicer.

            (a) Except as otherwise provided in this Section 9.21, the Special
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Special Servicer's 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. Any such

                                     -204-
<PAGE>

determination permitting the resignation of the Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer, the Operating Adviser, and the Trustee. No such resignation shall
become effective until a successor servicer designated by the Operating Adviser
and the Trustee shall have (i) satisfied the requirements that would apply
pursuant to Section 9.20 hereof if a merger of the Special Servicer had
occurred, (ii) assumed the Special Servicer's responsibilities and obligations
under this Agreement and (iii) Rating Agency Confirmation shall have been
obtained. Notice of such resignation shall be given promptly by the Special
Servicer to the Master Servicer and the Trustee.

            (b) The Special Servicer may resign from the obligations and duties
hereby imposed on it, upon reasonable notice to the Trustee, provided that (i) a
successor Special Servicer is (x) available, (y) reasonably acceptable to the
Operating Adviser, the Depositor, and the Trustee, and (z) willing to assume the
obligations, responsibilities and covenants to be performed hereunder by the
Special Servicer on substantially the same terms and conditions, and for not
more than equivalent compensation as that herein provided, (ii) the successor
Special Servicer has assets of at least $__________ and (iii) Rating Agency
Confirmation is obtained with respect to such resignation, as evidenced by a
letter from each Rating Agency delivered to the Trustee. Any costs of such
resignation and of obtaining a replacement Special Servicer shall be borne by
the Special Servicer and shall not be an expense of the Trust.

            (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the Special Servicer hereunder in form and substance
reasonably satisfactory to the Trustee.

            (d) Upon any resignation of the Special Servicer, it shall retain
the right to receive any and all Work-Out Fees payable in respect of Mortgage
Loans and any B Note that became Rehabilitated Mortgage Loans during the period
that it acted as Special Servicer and that were still Rehabilitated Mortgage
Loans at the time of such resignation (and the successor Special Servicer shall
not be entitled to any portion of such Work-Out Fees), in each case until such
time (if any) as such Mortgage Loan or B Note again becomes a Specially Serviced
Mortgage Loan or are no longer included in the Trust.

            Section 9.22 Assignment or Delegation of Duties by Special Servicer.
The Special Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone,
or delegate certain duties to other professionals such as attorneys and
appraisers, as an agent of the Special Servicer or Sub-Servicers (as provided in
Section 9.3) to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Special Servicer hereunder or (B) assign and
delegate all of its duties hereunder. In the case of any such assignment and
delegation in accordance with the requirements of clause (A) of this Section,
the Special Servicer shall not be released from its obligations under this
Agreement. In the case of any such assignment and delegation in accordance with
the requirements of clause (B) of this Section, the Special Servicer shall be
released from its obligations under this Agreement, except that the Special
Servicer shall remain liable for all liabilities and obligations incurred by it
as the Special Servicer hereunder prior to the satisfaction of the following
conditions: (i) the Special Servicer gives the Depositor, the Master Servicer,
the Primary Servicers and the Trustee notice of such assignment and

                                     -205-
<PAGE>

delegation; (ii) such purchaser or transferee accepting such assignment and
delegation executes and delivers to the Depositor and the Trustee an agreement
accepting such assignment, which contains an assumption by such Person of the
rights, powers, duties, responsibilities, obligations and liabilities of the
Special Servicer, with like effect as if originally named as a party to this
Agreement; (iii) the purchaser or transferee has assets in excess of
$__________; (iv) such assignment and delegation is the subject of a Rating
Agency Confirmation; and (v) the Depositor consents to such assignment and
delegation, such consent not be unreasonably withheld. Notwithstanding the
above, the Special Servicer may appoint Sub-Servicers in accordance with Section
9.3 hereof.

            Section 9.23 Limitation on Liability of the Special Servicer and
Others.

            (a) Neither the Special Servicer nor any of the directors, officers,
employees or agents of the Special Servicer shall be under any liability to the
Certificateholders, the holder of any B Note or the Trustee for any action taken
or for refraining from the taking of any action in good faith and using
reasonable business judgment; provided that this provision shall not protect the
Special Servicer or any such person against any breach of a representation or
warranty contained herein or any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in its performance of
duties hereunder or by reason of negligent disregard of obligations and duties
hereunder. The Special Servicer and any director, officer, employee or agent of
the Special Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person (including, without
limitation, the information and reports delivered by or at the direction of the
Master Servicer or any director, officer, employee or agent of the Master
Servicer) respecting any matters arising hereunder. The Special Servicer shall
not be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties to service the Specially Serviced Mortgage
Loans in accordance with this Agreement; provided, that the Special Servicer may
in its sole discretion undertake any such action which it may reasonably deem
necessary or desirable in order to protect the interests of the
Certificateholders, the holder of any B Note and the Trustee in the Specially
Serviced Mortgage Loans, or shall undertake any such action if instructed to do
so by the Trustee. In such event, all legal expenses and costs of such action
(other than those that are connected with the routine performance by the Special
Servicer of its duties hereunder) shall be expenses and costs of the Trust, and
the Special Servicer shall be entitled to be reimbursed therefor as provided by
Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special
Servicer shall not be relieved from liability to, or entitled to indemnification
from, the Trust for any action taken by it at the direction of the Operating
Adviser which is in conflict with the Servicing Standard.

            (b) In addition, the Special Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Special Servicer and conforming to the requirements of
this Agreement. Neither the Special Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgment made in good faith by any officer, unless it shall be proved that the
Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion,

                                     -206-
<PAGE>

rights or powers conferred upon it by this Agreement. The Special Servicer shall
be entitled to rely on reports and information supplied to it by the Master
Servicer and the related Mortgagors and shall have no duty to investigate or
confirm the accuracy of any such report or information.

            (c) The Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement.
The Trust shall indemnify and hold harmless the Special Servicer from any and
all claims, liabilities, costs, charges, fees or other expenses which relate to
or arise from any such breach of representation, warranty or covenant to the
extent such amounts are not recoverable from the party committing such breach.

            (d) Except as otherwise specifically provided herein:

            (i) the Special Servicer may rely, and shall be protected in acting
      or refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper or document believed or in good faith believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

            (ii) the Special Servicer may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection with respect to any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;

            (iii) the Special Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) the Special Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper reasonably believed or
      in good faith believed by it to be genuine.

            (e) The Special Servicer and any director, officer, employee or
agent of the Special Servicer shall be indemnified by the Master Servicer, the
Trustee, the Paying Agent and the Fiscal Agent, as the case may be, and held
harmless against any loss, liability or expense including reasonable attorneys'
fees incurred in connection with any legal action relating to the Master
Servicer's, the Trustee's, the Paying Agent's or the Fiscal Agent's, as the case
may be, respective willful misfeasance, bad faith or negligence in the
performance of its respective duties hereunder or by reason of negligent
disregard by such Person of its respective duties hereunder, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Special Servicer's duties
hereunder or by reason of negligent disregard of the Special Servicer's
obligations and duties hereunder. The Special Servicer shall promptly notify the
Master Servicer, the Trustee, the Paying Agent and the Fiscal Agent if a claim
is made by a third party entitling the Special Servicer to indemnification
hereunder, whereupon the Master Servicer, the Trustee or the Paying Agent, in
each case, to the

                                     -207-
<PAGE>

extent the claim was made in connection with its willful misfeasance, bad faith
or negligence, shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Special Servicer). Any failure to so notify the
Master Servicer, the Trustee or the Paying Agent shall not affect any rights the
Special Servicer may have to indemnification hereunder or otherwise, unless the
interest of the Master Servicer, the Trustee or the Paying Agent is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the Special
Servicer. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Special Servicer hereunder. Any payment hereunder
made by the Master Servicer, the Trustee, the Fiscal Agent or the Paying Agent,
as the case may be, pursuant to this paragraph to the Special Servicer shall be
paid from the Master Servicer's, the Trustee's, Fiscal Agent's or the Paying
Agent's, as the case may be, own funds, without reimbursement from the Trust
therefor, except achieved through subrogation as provided in this Agreement. Any
expenses incurred or indemnification payments made by the Trustee, the Paying
Agent, the Fiscal Agent or the Master Servicer shall be reimbursed by the party
so paid, if a court of competent jurisdiction makes a final judgment that the
conduct of the Trustee, the Paying Agent, the Fiscal Agent or the Master
Servicer, as the case may be, was (x) not culpable or (y) found to not have
acted with willful misfeasance, bad faith or negligence.

            Section 9.24 Indemnification; Third-Party Claims.

            (a) The Special Servicer and any director, officer, employee or
agent of the Special Servicer shall be indemnified by the Trust, and held
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with any legal action relating to (i) this
Agreement, and (ii) any action taken by the Special Servicer in accordance with
the instruction delivered in writing to the Special Servicer by the Trustee or
the Master Servicer pursuant to any provision of this Agreement in each case and
the Special Servicer and each of its directors, officers, employees and agents
shall be entitled to indemnification from the Trust for any loss, liability or
expense (including attorneys' fees) incurred in connection with the provision by
the Special Servicer of any information included by the Special Servicer in the
report required to be provided by the Special Servicer pursuant to this
Agreement, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder. The Special Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Special Servicer) and the Trust shall
pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2,
all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Special Servicer. Any expenses incurred or indemnification payments made by the
Trust shall be reimbursed by the Special Servicer, if a court of competent
jurisdiction makes a final, non-appealable judgment that the Special Servicer
was found to have acted with willful misfeasance, bad faith or negligence.

            (b) The Special Servicer agrees to indemnify the Trust, and the
Trustee, the Fiscal Agent, the Depositor, the Master Servicer, the Paying Agent
and any director, officer,

                                     -208-
<PAGE>

employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the
Depositor and the Master Servicer, and hold them harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that the Trust or
the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer may sustain arising from or as a result of the willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
negligent disregard of obligations and duties hereunder by the Special Servicer.
The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer shall immediately notify the Special Servicer if a claim is made by a
third party with respect to this Agreement or the Specially Serviced Mortgage
Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the Master Servicer, as the case may be, to indemnification
hereunder, whereupon the Special Servicer shall assume the defense of any such
claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent,
the Depositor, the Paying Agent or the Master Servicer, as the case may be) and
pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Special
Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent,
the Depositor, the Paying Agent or the Master Servicer may have to
indemnification under this Agreement or otherwise, unless the Special Servicer's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
termination or resignation of the Special Servicer, the Paying Agent or the
Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made
by the Special Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final, non-appealable judgment that the conduct
of the Special Servicer was not culpable or found to have acted with willful
misfeasance, bad faith or negligence.

            (c) The initial Special Servicer and the Depositor expressly agree
that the only information furnished by or on behalf of the Special Servicer for
inclusion in the Preliminary Prospectus Supplement and the Final Prospectus
Supplement is the information set forth in the paragraph under the caption
"SERVICING OF THE MORTGAGE LOANS--The Master Servicer and Special
Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final
Prospectus Supplement.

            Section 9.25 Reserved

            Section 9.26 Special Servicer May Own Certificates. The Special
Servicer or any agent of the Special Servicer in its individual capacity or in
any other capacity may become the owner or pledgee of Certificates with the same
rights as it would have if they were not the Special Servicer or such agent. Any
such interest of the Special Servicer or such agent in the Certificates shall
not be taken into account when evaluating whether actions of the Special
Servicer are consistent with its obligations in accordance with the Servicing
Standard regardless of whether such actions may have the effect of benefiting
the Class or Classes of Certificates owned by the Special Servicer.

            Section 9.27 Tax Reporting. The Special Servicer shall provide the
necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H,
6050J and 6050P of the Code with

                                     -209-
<PAGE>

respect to any Specially Serviced Mortgage Loan. The Special Servicer shall
provide to the Master Servicer copies of any such reports. The Master Servicer
shall forward such reports to the Trustee and the Paying Agent.

            Section 9.28 Application of Funds Received. It is anticipated that
the Master Servicer will be collecting all payments with respect to the Mortgage
Loans (other than payments with respect to REO Income). If, however, the Special
Servicer should receive any payments with respect to any Mortgage Loan (other
than REO Income) it shall, within one Business Day of receipt from the Mortgagor
or otherwise of any amounts attributable to payments with respect to or the sale
of any Mortgage Loan or any Specially Serviced Mortgage Loan, if any, (but not
including REO Income, which shall be deposited in the applicable REO Account as
provided in Section 9.14 hereof), either, (i) forward such payment (endorsed, if
applicable, to the order of the Master Servicer), to the Master Servicer, or
(ii) deposit such amounts, or cause such amounts to be deposited, in the
Certificate Account. The Special Servicer shall notify the Master Servicer of
each such amount received on or before the date required for the making of such
deposit or transfer, as the case may be, indicating the Mortgage Loan or
Specially Serviced Mortgage Loan to which the amount is to be applied and the
type of payment made by or on behalf of the related Mortgagor.

            Section 9.29 Compliance with REMIC Provisions. The Special Servicer
shall act in accordance with this Agreement and the provisions of the Code
relating to REMICs in order to create or maintain the status of any REMIC Pool
as a REMIC under the Code or, as appropriate, adopt a plan of complete
liquidation. The Special Servicer shall not take any action or cause any REMIC
Pool to take any action that would (i) endanger the status of any REMIC as a
REMIC under the Code or (ii) subject to Section 9.14(e), result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Master Servicer
and the Trustee have received a Nondisqualification Opinion (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such tax.
The Special Servicer shall comply with the provisions of Article XII hereof.

            Section 9.30 Termination.

            (a) The obligations and responsibilities of the Special Servicer
created hereby (other than the obligation of the Special Servicer to make
payments to the Master Servicer as set forth in Section 9.28 and the obligations
of the Special Servicer pursuant to Sections 9.8 and 9.24 hereof) shall
terminate on the date which is the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining outstanding
(and final distribution to the Certificateholders) or, (B) the disposition of
all REO Property in respect of any Specially Serviced Mortgage Loan (and final
distribution to the Certificateholders), (ii) 60 days following the date on
which the Trustee or the Operating Adviser has given written notice to the
Special Servicer that this Agreement is terminated pursuant to Section 9.30(b)
or 9.30(c), respectively, and (iii) the effective date of any resignation of the
Special Servicer effected pursuant to and in accordance with Section 9.21.

                                     -210-
<PAGE>

            (b) The Trustee may terminate the Special Servicer in the event that
(i) the Special Servicer has failed to remit any amount required to be remitted
to the Trustee, the Master Servicer, the Fiscal Agent, the Paying Agent or the
Depositor within one (1) Business Day following the date such amount was
required to have been remitted under the terms of this Agreement, (ii) the
Special Servicer has failed to deposit into any account any amount required to
be so deposited or remitted under the terms of this Agreement which failure
continues unremedied for one Business Day following the date on which such
deposit or remittance was first required to be made; (iii) the Special Servicer
has failed to duly observe or perform in any material respect any of the other
covenants or agreements of the Special Servicer set forth in this Agreement, and
the Special Servicer has failed to remedy such failure within thirty (30) days
after written notice of such failure, requiring the same to be remedied, shall
have been given to the Special Servicer by the Depositor or the Trustee;
provided, however, that if the Special Servicer certifies to the Trustee and the
Depositor that the Special Servicer is in good faith attempting to remedy such
failure, and the Certificateholders would not be affected thereby, such cure
period will be extended to the extent necessary to permit the Special Servicer
to cure such failure; provided, however, that such cure period may not exceed 90
days; (iv) the Special Servicer has made one or more false or misleading
representations or warranties herein that materially and adversely affects the
interest of any Class of Certificates, and has failed to cure such breach within
thirty (30) days after notice of such breach, requiring the same to be remedied,
shall have been given to the Special Servicer by the Depositor or the Trustee;
provided, however, that if the Special Servicer certifies to the Trustee and the
Depositor that the Special Servicer is in good faith attempting to remedy such
failure, such cure period may be extended to the extent necessary to permit the
Special Servicer to cure such failure; provided, however, that such cure period
may not exceed 90 days; (v) the Special Servicer is removed from ___'s approved
special servicer list and the ratings then assigned by ___ to any Classes of
Certificates are downgraded, qualified or withdrawn (including, without
limitation, being placed on "negative credit watch") in connection with such
removal; (vi) 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, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Special Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; (vii) the Special Servicer shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings relating to the Special Servicer or of or
relating to all or substantially all of its property; or (viii) the Special
Servicer thereof 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 (ix) the Special
Servicer receives actual knowledge that ______ has (A) qualified, downgraded or
withdrawn its rating or ratings of one or more Classes of Certificates, or (B)
placed one or more Classes of Certificates on "watch status" in contemplation of
a rating downgrade or withdrawal (and such "watch status" placement shall not
have been withdrawn by ______ within 60 days of the date that the Special
Servicer obtained such actual knowledge) and, in the case of either of clauses
(A) or (B), citing

                                     -211-
<PAGE>

servicing concerns with the Special Servicer as the sole or material factor in
such rating action. Such termination shall be effective on the date after the
date of any of the above events that the Trustee specifies in a written notice
to the Special Servicer specifying the reason for such termination. The
Operating Adviser shall have the right to appoint a successor if the Trustee
terminates the Special Servicer.

            (c) The Operating Adviser shall have the right to direct the Trustee
to terminate the Special Servicer, provided that the Operating Adviser shall
appoint a successor Special Servicer who will (i) be reasonably satisfactory to
the Trustee and to the Depositor, and (ii) execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the successor Special Servicer agrees to assume and perform punctually the
duties of the Special Servicer specified in this Agreement; and provided,
further, that the Trustee shall have received Rating Agency Confirmation from
each Rating Agency prior to the termination of the Special Servicer. The Special
Servicer shall not be terminated pursuant to this subsection (c) until a
successor Special Servicer shall have been appointed. The Operating Adviser
shall pay any costs and expenses incurred by the Trust in connection with the
removal and appointment of a Special Servicer (unless such removal is based on
any of the events or circumstances set forth in Section 9.30(b)).

            Section 9.31 Procedure Upon Termination.

            (a) Notice of any termination pursuant to clause (i) of Section
9.30(a), specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the Special Servicer to the Trustee
and the Paying Agent no later than the later of (i) five Business Days after the
final payment or other liquidation of the last Mortgage Loan or (ii) the sixth
day of the month in which the final Distribution Date will occur. Upon any such
termination, the rights and duties of the Special Servicer (other than the
rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23
and 9.24 hereof) shall terminate and the Special Servicer shall transfer to the
Master Servicer the amounts remaining in each REO Account and shall thereafter
terminate each REO Account and any other account or fund maintained with respect
to the Specially Serviced Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all
authority, power and rights of the Special Servicer under this Agreement,
whether with respect to the Specially Serviced Mortgage Loans or otherwise,
shall terminate; provided, that in no event shall the termination of the Special
Servicer be effective until the Trustee or other successor Special Servicer
shall have succeeded the Special Servicer as successor Special Servicer,
notified the Special Servicer of such designation, and such successor Special
Servicer shall have assumed the Special Servicer's obligations and
responsibilities, as set forth in an agreement substantially in the form hereof,
with respect to the Specially Serviced Mortgage Loans. The Trustee or other
successor Special Servicer may not succeed the Special Servicer as Special
Servicer until and unless it has satisfied the provisions that would apply to a
Person succeeding to the business of the Special Servicer pursuant to Section
9.20 hereof. The Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Special Servicer, 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. The Special Servicer agrees to

                                     -212-
<PAGE>

cooperate with the Trustee and the Fiscal Agent in effecting the termination of
the Special Servicer's responsibilities and rights hereunder as Special Servicer
including, without limitation, providing the Trustee all documents and records
in electronic or other form reasonably requested by it to enable the successor
Special Servicer designated by the Trustee to assume the Special Servicer's
functions hereunder and to effect the transfer to such successor for
administration by it of all amounts which shall at the time be or should have
been deposited by the Special Servicer in any REO Account and any other account
or fund maintained or thereafter received with respect to the Specially Serviced
Mortgage Loans.

            (c) If the Special Servicer receives a written notice of termination
pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth
in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee
with the appropriate "request for proposal" materials within five Business Days
after receipt of such written notice of termination, then the Trustee shall
promptly thereafter (using such "request for proposal" materials provided by the
Special Servicer) solicit good faith bids for the rights to be appointed as
Special Servicer under this Agreement from at least three but no more than five
Qualified Bidders or, if three Qualified Bidders cannot be located, then from as
many persons as the Trustee can determine are Qualified Bidders. At the
Trustee's request, the Special Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids. In no event shall the Trustee be
responsible if less than three Qualified Bidders submit bids for the right to
service the Mortgage Loans under this Agreement.

            (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Special
Servicer, and to agree to be bound by the terms hereof, not later than 30 days
after termination of the Special Servicer hereunder. The Trustee shall select
the Qualified Bidder with the highest cash bid (or such other Qualified Bidder
as the Master Servicer may direct) that is also acceptable to the Operating
Adviser (the "Successful Bidder") to act as successor Special Servicer
hereunder. If no bidder is acceptable to the Operating Adviser, the Operating
Adviser shall appoint the successor Special Servicer after consultation with the
Controlling Class, provided that the successor Special Servicer so appointed
must be bound by the terms of this Agreement and there must be delivered a
Rating Agency Confirmation in connection with such appointment. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor
Special Servicer pursuant to the terms hereof not later than 30 days after the
termination of the Special Servicer hereunder, and in connection therewith to
deliver the amount of the Successful Bidder's cash bid to the Trustee by wire
transfer of immediately available funds to an account specified by the Trustee
no later than 10:00 a.m. New York City time on the date specified for the
assignment and assumption of the servicing rights hereunder.

            (e) Upon the assignment and acceptance of the servicing right
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Special 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) by wire transfer of immediately available funds to an
account specified by the terminated Special Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

                                     -213-
<PAGE>

            (f) If the Successful Bidder has not entered into this Agreement as
successor Special within 30 days after the termination of the Special Servicer
hereunder or no Successful Bidder was identified within such 30-day period, the
Trustee shall have no further obligations under Section 9.31(c) and may act or
may select another successor to act as Special Servicer hereunder in accordance
with Section 9.31(b).

            Section 9.32 Certain Special Servicer Reports.

            (a) The Special Servicer, for each Specially Serviced Mortgage Loan,
shall provide to the Master Servicer and the Paying Agent on or prior to the
Determination Date for each month, the CMSA Reports in such electronic format as
is mutually acceptable to the Master Servicer and the Special Servicer and in
CMSA format. The Master Servicer and the Paying Agent may use such reports or
information contained therein to prepare its reports and the Master Servicer
may, at its option, forward such reports directly to the Depositor and the
Rating Agencies.

            (b) The Special Servicer shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser, the Paying Agent and the Master Servicer no
later than the ten Business Day following such Final Recovery Determination.

            (c) The Special Servicer shall provide to the Master Servicer or the
Paying Agent at the reasonable request in writing of the Master Servicer the
Paying Agent, any information in its possession with respect to the Specially
Serviced Mortgage Loans which the Master Servicer or Paying Agent, as the case
may be, shall require in order for the Master Servicer or the Paying Agent to
comply with its obligations under this Agreement; provided that the Special
Servicer shall not be required to take any action or provide any information
that the Special Servicer determines will result in any material cost or expense
to which it is not entitled to reimbursement hereunder or will result in any
material liability for which it is not indemnified hereunder. The Master
Servicer will provide the Special Servicer at the request of the Special
Servicer any information in its possession with respect to the Mortgage Loans
which the Master Servicer shall require in order for the Special Servicer to
comply with its obligations under this Agreement.

            (d) Not later than 20 days after each Special Servicer Remittance
Date, the Special Servicer shall forward to the Master Servicer a statement
setting forth the status of each REO Account as of the close of business on such
Special Servicer Remittance Date, stating that all remittances required to be
made by it as required by this Agreement to be made by the Special Servicer have
been made (or, if any required distribution has not been made by the Special
Servicer, specifying the nature and status thereof) and showing, for the period
from the day following the preceding Special Servicer Remittance Date to such
Special Servicer Remittance Date, the aggregate of deposits into and withdrawals
from each REO Account for each category of deposit specified in Section 5.1 of
this Agreement and each category of withdrawal specified in Section 5.2 of this
Agreement.

                                     -214-
<PAGE>

            (e) The Special Servicer shall use reasonable efforts to obtain and,
to the extent obtained, to deliver to the Master Servicer, the Paying Agent, the
Rating Agencies and the Operating Adviser, on or before ________ of each year,
commencing with ________, ____, (i) copies of the prior year operating
statements and quarterly statements, if available, for each Mortgaged Property
underlying a Specially Serviced Mortgage Loan or REO Property as of its fiscal
year end, provided that either the related Mortgage Note or Mortgage requires
the Mortgagor to provide such information, or if the related Mortgage Loan has
become an REO Property, (ii) a copy of the most recent rent roll available for
each Mortgaged Property, and (iii) a table, setting forth the Debt Service
Coverage Ratio and occupancy with respect to each Mortgaged Property covered by
the operating statements delivered above.

            (f) The Special Servicer shall deliver to the Master Servicer, the
Depositor, the Paying Agent and the Trustee all such other information with
respect to the Specially Serviced Mortgage Loans at such times and to such
extent as the Master Servicer, the Trustee, the Paying Agent or Depositor may
from time to time reasonably request; provided, however, that the Special
Servicer shall not be required to produce any ad hoc non-standard written
reports with respect to such Mortgage Loans except if any Person (other than the
Paying Agent or the Trustee) requesting such report pays a reasonable fee to be
determined by the Special Servicer.

            (g) The Special Servicer shall deliver a written Inspection Report
of each Specially Serviced Mortgage Loan in accordance with Section 9.4(b) to
the Operating Adviser.

            (h) The Special Servicer shall provide, as soon as practicable after
a Mortgage Loan becomes a Specially Serviced Mortgage Loan, to the Master
Servicer its estimate of the net recoverable amount to the Certificateholders
(and the holder of the B Note if in connection with an A/B Mortgage Loan) and
anticipated expenses in connection therewith (and a general description of the
plan to achieve such recovery) of such Specially Serviced Mortgage Loan and
other information reasonably requested by the Master Servicer. The Special
Servicer shall update such information on a quarterly basis.

            Section 9.33 Special Servicer to Cooperate with the Master Servicer
and Paying Agent.

            (a) The Special Servicer shall furnish on a timely basis such
reports, certifications, and information as are reasonably requested by the
Master Servicer, the Trustee or the Paying Agent to enable it to perform its
duties under this Agreement or the Primary Servicing Agreements, as applicable;
provided that no such request shall (i) require or cause the Special Servicer to
violate the Code, any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the servicing standards set
forth in this Agreement and to maintain the REMIC status of any REMIC Pool or
(ii) expose the Special Servicer, the Trust, the Fiscal Agent, the Paying Agent
or the Trustee to liability or materially expand the scope of the Special
Servicer's responsibilities under this Agreement. In addition, the Special
Servicer shall notify the Master Servicer of all expenditures incurred by it
with respect to the Specially Serviced Mortgage Loans which are required to be
made by the Master Servicer as Servicing Advances as provided herein, subject to
the provisions of Section 4.4 hereof. The Special Servicer shall also remit all
invoices relating to Servicing Advances promptly upon receipt of such invoices.

                                     -215-
<PAGE>

            (b) The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall be charged to the Operating
Adviser, but in no event shall such costs be an expense of the Trust:

            (i) whether the foreclosure of a Mortgaged Property relating to a
      Specially Serviced Mortgage Loan would be in the best economic interest of
      the Trust;

            (ii) if the Special Servicer elects to proceed with a foreclosure,
      whether a deficiency judgment should or should not be sought because the
      likely recovery will or will not be sufficient to warrant the cost, time
      and exposure of pursuing such judgment;

            (iii) whether the waiver or enforcement of any "due-on-sale" clause
      or "due-on-encumbrance" clause contained in a Mortgage Loan or a Specially
      Serviced Mortgage Loan is in the best economic interest of the Trust;

            (iv) in connection with entering into an assumption agreement from
      or with a person to whom a Mortgaged Property securing a Specially
      Serviced Mortgage Loan has been or is about to be conveyed, or to release
      the original Mortgagor from liability upon a Specially Serviced Mortgage
      Loan and substitute a new Mortgagor, and whether the credit status of the
      prospective new Mortgagor is in compliance with the Special Servicer's
      regular commercial mortgage origination or servicing standard;

            (v) in connection with the foreclosure on a Specially Serviced
      Mortgage Loan secured by a Mortgaged Property which is not in compliance
      with CERCLA, or any comparable environmental law, whether it is in the
      best economic interest of the Trust to bring the Mortgaged Property into
      compliance therewith and an estimate of the cost to do so; and

            (vi) with respect to any proposed modification (which shall include
      any proposed release, substitution or addition of collateral), extension,
      waiver, amendment, discounted payoff or sale of a Mortgage Loan, prepare a
      summary of such proposed action and an analysis of whether or not such
      action is reasonably likely to produce a greater recovery on a present
      value basis than liquidation of such Mortgage Loan; such analysis shall
      specify the basis on which the Special Servicer made such determination,
      including the status of any existing material default or the grounds for
      concluding that a payment default is imminent.

            Section 9.34 Reserved

            Section 9.35 Reserved

            Section 9.36 Sale of Defaulted Mortgage Loans.

            (a) The holder of Certificates evidencing the greatest percentage
interest in the Controlling Class, the Special Servicer and each Seller (other
than _______________________________________ as to those Mortgage Loans sold to
the Depositor by such Seller only (in such capacity, together with any assignee,
the "Option

                                     -216-
<PAGE>

Holder") shall, in that order, have the right, at its option (the "Option"), to
purchase a Mortgage Loan from the Trust at a price equal to the Option Purchase
Price upon receipt of notice from the Special Servicer that such Mortgage Loan
has become at least 60 days delinquent as to any monthly debt service payment
(or is delinquent as to its Balloon Payment); provided, however, that with
respect to an A Note, the Option Holder's rights under this Section 9.36 are
subject to the rights of the holder of the related B Note to purchase the A Note
pursuant to the terms of the Intercreditor Agreement. The Option is exercisable,
subject to Section 2.3, from that date until terminated pursuant to clause (e)
below, and during that period the Option shall be exercisable in any month only
during the period from the 10th calendar day of such month through the 25th
calendar day, inclusive, of such month. The Trustee on behalf of the Trust shall
be obligated to sell such Mortgage Loan upon the exercise of the Option (whether
exercised by the original holder thereof or by a holder that acquired such
Option by assignment), but shall have no authority to sell such Mortgage Loan
other than in connection with the exercise of an Option (or in connection with a
repurchase of a Mortgage Loan under Article II, an optional termination pursuant
to Section 10.1 or a qualified liquidation of the REMIC) or if such Mortgage
Loan is an A Note, to the holder of the related B Note pursuant to the terms of
the Intercreditor Agreement. Any Option Holder that exercises the Option shall
be required to purchase the applicable Mortgage Loan on the 4th Business Day
after such exercise. If any Option Holder desires to waive its right to exercise
the Option, then it shall so notify the Trustee in writing, and the Trustee
shall promptly notify the next party eligible to hold the Option set forth above
of its rights hereunder. Any of the parties eligible to hold the Option set
forth above may at any time notify the Trustee in writing of its desire to
exercise the Option, and the Trustee shall promptly notify (i) the current
Option Holder (and the other parties eligible to hold the Option) and (ii)
solely with respect to an Option to purchase an A Note, the holder of the
related B Note, of such party's desire to exercise the Option; provided, that
none of the Trustee, the Master Servicer or the Special Servicer shall disclose
the Option Purchase Price to the holder of such related B Note. If the Option
Holder neither (i) exercises the Option nor (ii) surrenders its right to
exercise the Option within 3 Business Days of its receipt of that notice, then
the Option Holder's right to exercise the Option shall lapse, and the Trustee
shall promptly notify the next party eligible to hold the Option (and the other
parties eligible to hold the Option) of its rights thereunder.

            (b) The Option Purchase Price shall be an amount equal to the fair
value of the related Mortgage Loan, as determined by the Special Servicer. Prior
to the Special Servicer's determination of fair value referred to above, the
fair value of a Mortgage Loan shall be deemed to be an amount equal to the
Purchase Price plus (i) any prepayment penalty or yield maintenance charge then
payable upon the prepayment of such Mortgage Loan and (ii) the reasonable fees
and expenses of the Special Servicer, the Master Servicer and the Trustee
incurred in connection with the sale of the Mortgage Loan. The Special Servicer
shall determine the fair value of a Mortgage Loan on the later of (A) as soon as
reasonably practical upon the Mortgage Loan becoming 60 days delinquent or upon
the Balloon Payment becoming delinquent and (B) the date that is 75 days after
the Special Servicer's receipt of the Servicer Mortgage File relating to such
Mortgage Loan, and the Special Servicer shall promptly notify the Option Holder
(and the Trustee and each of the other parties set forth above that could become
the Option Holder) of (i) the Option Purchase Price and (ii) if such Mortgage
Loan is the A Note, that the A Note is subject to the terms of the Intercreditor
Agreement and that any purchaser of the A Note will be subject to such
Intercreditor Agreement. The Special Servicer is required to recalculate the
fair value of the Mortgage Loan if there has been a material change in

                                     -217-
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circumstances or the Special Servicer has received new information (including,
without limitation, any cash bids received from the holder of the related B Note
in connection with an A Note), either of which has a material effect on the fair
value, provided that the Special Servicer shall be required to recalculate the
fair value of the Mortgage Loan if the time between the date of last
determination of the fair value of the Mortgage Loan and the date of the
exercise of the Option has exceeded 60 days. Upon any recalculation, the Special
Servicer shall be required to promptly notify in writing each Option Holder (and
the Trustee and each of the other parties set forth above that could become the
Option Holder) of the revised Option Purchase Price. Any such recalculation of
the fair value of the Mortgage Loan shall be deemed to renew the Option in its
original priority at the recalculated price with respect to any party as to
which the Option had previously expired or been waived, unless the Option has
previously been exercised by an Option Holder at a higher Option Purchase Price.
In determining fair value, the Special Servicer shall 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; any views on fair value expressed by Independent investors
in mortgage loans comparable to the Mortgage Loan (provided that the Special
Servicer shall not be obligated to solicit such views); the period and amount of
any delinquency on the affected Mortgage Loan; whether to the Special Servicer's
actual knowledge, the Mortgage Loan is in default to avoid a prepayment
restriction; the physical condition of the related Mortgaged Property; the state
of the local economy; the expected recoveries from the Mortgage Loan if the
Special Servicer were to pursue a workout or foreclosure strategy instead of the
Option being exercised; and the Trust's obligation to dispose of any REO
Property as soon as practicable consistent with the objective of maximizing
proceeds for all Certificateholders, but in no event later than the three-year
period (or such extended period) specified in Section 9.15.

            (c) Any Option relating to a Mortgage Loan shall be assignable to a
third party (including, without limitation, in connection with an A Note, the
holder of the related B Note) by the Option Holder at its discretion at any time
after its receipt of notice from the Special Servicer that an Option is
exercisable with respect to a specified Mortgage Loan, and upon such assignment
such third party shall have all of the rights granted to the Option Holder
hereunder in respect of the 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, and none of such parties shall be obligated to recognize any entity as
an Option Holder absent such notice.

            (d) If the Special Servicer, the holder of Certificates representing
the greatest percentage interest in the Controlling Class or an Affiliate of
either thereof elects to exercise the Option, the Trustee shall be required to
determine whether the Option Purchase Price constitutes a fair price for the
Mortgage Loan. Upon request of the Special Servicer to make such a
determination, the Trustee will do so within a reasonable period of time (but in
no event more than 15 Business Days). In doing so, the Trustee may rely on the
opinion of an Appraisal or other expert in real estate matters retained by the
Trustee at the expense of the party exercising the Option. The Trustee may also
rely on the most recent Appraisal of the related Mortgaged Property that was
prepared in accordance with this Agreement. If the Trustee were to determine
that the Option Purchase Price does not constitute a fair price, then the
Special Servicer shall redetermine the fair value taking into account the
objections of the Trustee.

                                     -218-
<PAGE>

            (e) The Option shall terminate, and shall not be exercisable as set
forth in clause (a) above (or if exercised, but the purchase of the related
Mortgage Loan has not yet occurred, shall terminate and be of no further force
or effect) if the Mortgage Loan to which it relates is no longer delinquent as
set forth above because the Mortgage Loan has (i) become a Rehabilitated
Mortgage Loan, (ii) been subject to a workout arrangement, (iii) been foreclosed
upon or otherwise resolved (including by a full or discounted pay-off) or (iv)
been purchased by the related Seller pursuant to Section 2.3. In addition, the
Option with respect to an A Note shall terminate upon the purchase of the A Note
by the holder of the related B Note pursuant to the related Intercreditor
Agreement.

            (f) Unless and until an Option Holder exercises an Option, the
Special Servicer shall continue to service and administer the related Mortgage
Loan in accordance with the Servicing Standard and this Agreement, and shall
pursue such other resolution or recovery strategies, including workout or
foreclosure, as is consistent with this Agreement and the Servicing Standard.

            Section 9.37 Operating Adviser; Elections.

            (a) In accordance with Section 9.37(c), the Certificateholders
representing more than __% of the Certificate Balance of the Certificates of the
then Controlling [Class M]ay elect the operating adviser (the "Operating
Adviser"). The Operating Adviser shall be elected for the purpose of receiving
reports and information from the Special Servicer in respect of the Specially
Serviced Mortgage Loans.

            (b) The initial Operating Adviser is
________________________________ a wholly-owned subsidiary of
______________________________________. The Controlling Class shall give written
notice to the Trustee, the Paying Agent and the Master Servicer of the
appointment of any subsequent Operating Adviser (in order to receive notices
hereunder). If a subsequent Operating Adviser is not so appointed, an election
of an Operating Adviser also shall be held. Notice of the meeting of the Holders
of the Controlling Class shall be mailed or delivered to each Holder by the
Paying Agent, not less than 10 nor more than 60 days prior to the meeting. The
notice shall state the place and the time of the meeting, which may be held by
telephone. A majority of Certificate Balance of the Certificates of the then
Controlling Class, present in person or represented by proxy, shall constitute a
quorum for the nomination of an Operating Adviser. At the meeting, each Holder
shall be entitled to nominate one Person to act as Operating Adviser. The Paying
Agent shall cause the election of the Operating Adviser to be held as soon
thereafter as is reasonably practicable.

            (c) Each Holder of the Certificates of the Controlling Class shall
be entitled to vote in each election of the Operating Adviser. The voting in
each election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than _% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall
promptly notify the Trustee of the identity of the Operating Adviser. Until an
Operating Adviser is elected by Holders of Certificates representing

                                     -219-
<PAGE>

more than __% of the Certificate Balance of the Certificates of the then
Controlling Class or in the event that an Operating Adviser shall have resigned
or been removed and a successor Operating Adviser shall not have been elected,
there shall be no Operating Adviser.

            (d) The Operating Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Paying Agent, of more than __% of
the Certificate Balance of the Holders of the Certificates of the then
Controlling Class.

            (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

            (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that the Special
Servicer has been elected as Operating Adviser or no Operating Adviser has been
elected, (i) the Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than the Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
Special Servicer.

            Section 9.38 Limitation on Liability of Operating Adviser. The
Operating Adviser shall have no liability to the Trust, the holder of any B Note
or the Certificateholders for any action taken, or for refraining from the
taking of any action, in good faith and using reasonable business judgment
pursuant to this Agreement, or using reasonable business judgment. By its
acceptance of a Certificate, each Certificateholder (and Certificate Owner)
confirms its understanding that the Operating Adviser may take actions that
favor the interests of one or more Classes of the Certificates over other
Classes of the Certificates and that the Operating Adviser may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates and each holder of a B Note (if any) and each
Certificateholder (and Certificate Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict.

            Section 9.39 Duties of Operating Adviser. The Operating Adviser may
advise, and receive notice from, the Special Servicer, but is not required to do
so on any of the following actions:

            (i) any foreclosure upon or comparable conversion (which may include
      acquisition of an REO Property) of the ownership of properties securing
      such of the Specially Serviced Mortgage Loans as come into and continue in
      default;

            (ii) any modification of a Money Term of a Mortgage Loan other than
      a modification consisting of the extension of the original Maturity Date
      of a Mortgage Loan for two years or less;

            (iii) (iii) any proposed sale of a Defaulted Mortgage Loan (other
      than upon termination of the Trust pursuant to Article X);

                                     -220-
<PAGE>

            (iv) any determination to bring an REO Property into compliance with
      Environmental Laws;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan that is not otherwise expressly provided for under the
      Mortgage Loan documents;

            (vi) any acceptance of a discounted payoff;

            (vii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            (viii) any acceptance of an assumption agreement releasing a
      Mortgagor from liability under a Mortgage Loan; and

            (ix) any release of collateral for a Specially Serviced Mortgage
      Loan (other than in accordance with the terms of or upon satisfaction of,
      such Mortgage Loan).

            With respect to items (vii), (viii) and (ix), the Operating Adviser
shall be subject to the same time periods for advising the Special Servicer with
respect to any such matters as are afforded to the Special Servicer pursuant to
Section 8.7, which periods shall be co-terminous with those of Special Servicer.
In addition, the Operating Adviser may direct the Trustee to remove the Special
Servicer at any time upon the appointment and acceptance of such appointment by
a successor to the Special Servicer; provided that, prior to the effectiveness
of any such appointment, the Trustee and the Paying Agent shall have received
Rating Agency Confirmation from each Rating Agency. The Operating Adviser shall
pay any costs and expenses incurred by the Trust in connection with the removal
and appointment of a Special Servicer (unless such removal is based on any of
the events or circumstances set forth in Section 9.30(b)). The Trustee shall
notify the Paying Agent promptly upon its receipt of the direction set forth
above.

            Section 9.40 Rights of the Holder of a B Note. With respect to each
A/B Mortgage Loan (if any), pursuant to the related Intercreditor Agreement,
either the Master Servicer (with respect to Mortgage Loans that are not
Specially Serviced Mortgage Loans) or the Special Servicer (with respect to
Specially Serviced Mortgage Loans), as applicable, shall consult with the holder
of the related B Note (or an operating advisor appointed by the holder of the B
Note to act on its behalf at the expense of the holder of the B Note) regarding
its views, and shall provide the holder of the related B Note with any proposals
and back-up materials that are used by either the Master Servicer or the Special
Servicer, as applicable, in developing such proposals (as reasonably determined
by either the Master Servicer or the Special Servicer, as applicable), including
but not limited to (and only if previously obtained by either the Master
Servicer or the Special Servicer, as applicable, and not previously delivered to
such holder of the B Note) property inspection reports, credit reports, the
Mortgagor financial and/or operating statements, appraisals, engineering
reports, soil reports, environmental assessment reports, seismic reports,
architect's certificates, insurance premium receipts and insurance claim files,
with respect to the following actions at least five (5) Business Days prior to
any such action being taken:

            (a) any foreclosure upon or comparable conversion (which may include
acquisitions of an REO Property) of the ownership of the Mortgaged Property;

                                     -221-
<PAGE>

            (b) any modification of a monetary term (including the timing of
payments) or any material non-monetary term of the Mortgage Loan or the related
B Note other than a modification consisting of the extension of the original
Maturity Date of a Mortgage Loan for two years or less;

            (c) any proposed sale of such Mortgage Loan if it is a Defaulted
Mortgaged Loan or REO Property (other than upon termination of the Trust
pursuant to Article X);

            (d) any acceptance of a discounted payoff on the related Mortgage
Loan or the related B Note;

            (e) any determination to bring the related Mortgaged Property or the
related REO Property into compliance with Environmental Laws;

            (f) any release of collateral for the related Mortgage Loan or
related B Note (other than in accordance with the terms of, or upon satisfaction
of, such Mortgage Loan and the related B Note);

            (g) any acceptance of substitute or additional collateral for the
related Mortgage Loan and the related B Note that is not otherwise expressly
provided for under the terms of such Mortgage Loan and the related B Note;

            (h) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            (i) any acceptance of an assumption agreement releasing such
Mortgage Loan borrower from liability under such Mortgage Loan or the related B
Note;

            (j) any consent to the Mortgage Loan borrower's execution,
modification or termination of any lease for space greater than 15,000 square
feet;

            (k) any consent to a proposed budget presented by the Mortgage Loan
borrower for approval;

            (l) any approval of a material capital expenditure;

            (m) any waiver of Late Fees and default interest; and

            (n) any replacement of the property manager.

            The holder of the B Note, if any, has agreed pursuant to the related
Intercreditor Agreement that it will provide the Master Servicer or the Special
Servicer, as applicable, with its response within five (5) Business Days after
its receipt of any such proposal and any back-up materials and shall be deemed
not to have responded if no response is received within such five (5) Business
Days.

            Neither the Master Servicer nor the Special Servicer, as applicable,
shall take any of the actions described in clauses (b), (d), (f) through (j),
and (l) through (n) without the prior written consent (or deemed consent) of the
holder of the B Note. Notwithstanding the foregoing,

                                     -222-
<PAGE>

neither the Master Servicer nor the Special Servicer, as applicable, by virtue
of this Section 9.40, shall be required to take any action that would violate
the Servicing Standard, and neither the Master Servicer nor the Special
Servicer, as applicable, shall be prohibited from taking any action that it is
required to take or from not taking any action that it should not take, in any
case pursuant to the Servicing Standard and this Agreement, and, for the
avoidance of doubt, may, in its sole discretion, reject any advice, direction or
lack of consent of the holder of the B Note or the operating advisor appointed
on its behalf.

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

            Section 10.1 Termination of Trust Upon Repurchase or Liquidation of
All Mortgage Loans.

            (a) The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent, to
make payments to the [Class R-I] Certificateholders, the [Class R-II]
Certificateholders and REMIC III Certificateholders as set forth in Section 10.2
and other than the obligations in the nature of information or tax reporting)
shall terminate on the earliest of (i) the later of (A) the final payment or
other liquidation of the last Mortgage Loan remaining in the Trust (and final
distribution to the Certificateholders) and (B) the disposition of all REO
Property (and final distribution to the Certificateholders) or (ii) the sale of
the property held by the Trust in accordance with Section 10.1(b) or (iii) the
termination of the Trust pursuant to Section 10.1(c) below; provided 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.

            (b) The Master Servicer shall give the Trustee, the Luxembourg
Paying Agent and the Paying Agent notice of the date when the Aggregate
Certificate Balance of the Certificates, after giving effect to distributions of
principal made on the next Distribution Date, is less than or equal to one
percent (_%) of the initial Aggregate Certificate Balance of the Certificates as
of the Cut-Off Date. The Trustee shall promptly forward such notice to the
Depositor, the Master Servicer, the Special Servicer and the Holders of the
[Class R-I] Certificates, and the Master Servicer, the Special Servicer and the
Holders of the [Class R-I] Certificates, in such priority (and in the case of
the [Class R-I] Certificateholders, a majority of the [Class R-I]
Certificateholders), may purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust. If any party desires to exercise
such option, it will notify the Trustee who will notify any party with a prior
right to exercise such option. If any party that has been provided notice by the
Trustee (excluding the Depositor) notifies the Trustee within ten Business Days
after receiving notice of the proposed purchase that it wishes to purchase the
assets of the Trust, then such party (or, in the event that more than one of
such parties notifies the Trustee that it wishes to purchase the assets of the
Trust, the party with the first right to purchase the assets of the Trust) may
purchase the assets of the Trust in accordance with this Agreement. Upon the
Paying Agent's receipt of the Termination Price set forth below, the Trustee
shall promptly release or cause to be released to the Master Servicer for the
benefit of the Holder of the majority of the [Class R-I] Certificates, the
Special Servicer or the Master

                                     -223-
<PAGE>

Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage
Loans. The "Termination Price" shall equal ___% of the aggregate Principal
Balances of the Mortgage Loans (other than Mortgage Loans as to which a Final
Recovery Determination has been made) on the day of such purchase plus accrued
and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates
less the Master Servicing Fee Rate if the Master Servicer is the purchaser),
with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending
in the Collection Period with respect to which such purchase occurs, plus
unreimbursed Advances and interest on such unreimbursed Advances at the Advance
Rate, and the fair market value of any other property remaining in REMIC I. The
Trustee shall consult with the Placement Agents and the Underwriters or their
respective successors, as advisers, in order for the Trustee to determine
whether the fair market value of the property constituting the Trust has been
offered; provided that, if any Placement Agent or any Underwriter or an
Affiliate of the Placement Agent or the Underwriters is exercising its right to
purchase the Trust assets, the Trustee shall consult with the Operating Adviser
in order for the Trustee to determine the fair market value, provided that the
Operating Adviser is not an Affiliate of the [Class R-I] Holder, the Special
Servicer or the Master Servicer, or the Trustee (the fees and expenses of which
shall be paid for by buyer of the property). As a condition to the purchase of
the Trust pursuant to this Section 10.1(b), the Holder of the majority of the
[Class R-I] Certificates, the Special Servicer or the Master Servicer, as the
case may be, must deliver to the Trustee an Opinion of Counsel, which shall be
at the expense of such Holders, the Special Servicer or the Master Servicer, as
the case may be, stating that such termination will be a "qualified liquidation"
under section 860F(a)(4) of the Code. Such purchase shall be made in accordance
with Section 10.3.

            (c) If at any time the Holders of the [Class R-I] Certificates own
___% of the REMIC III Certificates such Holders may terminate REMIC I (which
will in turn result in the termination of REMIC II and REMIC III) upon (i) the
delivery to the Trustee and the Depositor of an Opinion of Counsel (which
opinion shall be at the expense of such Holders) stating that such termination
will be a "qualified liquidation" of each REMIC under Section 860F of the Code,
and (ii) the payment of any and all costs associated with such termination. Such
termination shall be made in accordance with Section 10.3.

            (d) Upon the termination of the Trust, any funds or other property
held by the [Class N] Grantor Trust shall be distributed to the [Class N]
Certificateholders, on a pro rata basis, whether or not the respective
Certificate Balances thereof have been reduced to zero.

            (e) Upon the sale of the A Note relating to an A/B Mortgage Loan by
the Trust or the payment in full of such A Note, the related B Note shall no
longer be subject to this Agreement and shall no longer be serviced by the
Master Servicer or the Special Servicer.

            Section 10.2 Procedure Upon Termination of Trust.

            (a) Notice of any termination pursuant to the provisions of Section
10.1, specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to the
Paying Agent, the Rating Agencies, the [Class R-I], [Class R-II] and REMIC III
Certificateholders mailed no later than ten days prior to the date of such
termination. Such notice shall specify (A) the Distribution Date upon which
final distribution on the [Class R-I], [Class R-II] and REMIC III Certificates
will be made, and

                                     -224-
<PAGE>

upon presentation and surrender of the [Class R-I], [Class R-II] and [REMIC III]
Certificates at the office or agency of the Certificate Registrar therein
specified, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the [Class R-I], [Class R-II] and REMIC III
Certificates at the office or agency of the Certificate Registrar therein
specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the [Class
R-I], [Class R-II] and REMIC III Certificates. Upon any such termination, the
duties of the Certificate Registrar with respect to the [Class R-I], [Class
R-II] and [REMIC III] Certificates shall terminate and the Trustee shall
terminate, or request the Master Servicer and the Paying Agent to terminate, the
Certificate Account and the Distribution Account and any other account or fund
maintained with respect to the Certificates, subject to the Paying Agent's
obligation hereunder to hold all amounts payable to the [Class R-I], [Class
R-II] and REMIC III Certificateholders in trust without interest pending such
payment.

            (b) In the event that all of the Holders do not surrender their
certificates evidencing the [Class R-I], [Class R-II] and REMIC III Certificates
for cancellation within three months after the time specified in the
above-mentioned written notice, the Certificate Registrar shall give a second
written notice to the remaining [Class R-I], [Class R-II] and REMIC III
Certificateholders to surrender their certificates evidencing the [Class R-I],
[Class R-II] and REMIC III Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice
any [Class R-I], [Class R-II] and [REMIC III] Certificates shall not have been
surrendered for cancellation, the Certificate Registrar may take appropriate
steps to contact the remaining [Class R-I], [Class R-II] and [REMIC III]
Certificateholders concerning surrender of such certificates, and the cost
thereof shall be paid out of the amounts distributable to such Holders. If
within two years after the second notice any such [Class R-I], [Class R-II] and
REMIC III Certificates shall not have been surrendered for cancellation, the
Paying Agent shall, subject to applicable state law relating to escheatment,
hold all amounts distributable to such Holders for the benefit of such Holders.
No interest shall accrue on any amount held by the Trustee and not distributed
to a [Class R-I], [Class R-II] or REMIC III Certificateholder due to such
Certificateholder's failure to surrender its Certificate(s) for payment of the
final distribution thereon in accordance with this Section. Any money held by
the Paying Agent pending distribution under this Section 10.2 after 90 days
after the adoption of a plan of complete liquidation shall be deemed for tax
purposes to have been distributed from the REMIC Pools and shall be beneficially
owned by the related Holder.

            Section 10.3 Additional Trust Termination Requirements.

            (a) The Trust and each REMIC shall be terminated in accordance with
the following additional requirements, unless at the request of the Master
Servicer or the [Class R-I] Certificateholders, as the case may be, the Trustee
seeks, and the Paying Agent subsequently receives an Opinion of Counsel (at the
expense of the Master Servicer or the [Class R-I] Certificateholders, as the
case may be), addressed to the Depositor, the Trustee and the Paying Agent to
the effect that the failure of the Trust to comply with the requirements of this
Section 10.3 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC Pool under the REMIC Provisions or (ii) cause any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

                                     -225-
<PAGE>

            (i) Within 89 days prior to the time of the making of the final
      payment on the REMIC III Certificates the Master Servicer shall prepare
      and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt
      a plan of complete liquidation of the REMIC I Pool, meeting the
      requirements of a qualified liquidation under the REMIC Provisions, which
      plan need not be in any special form and the date of which, in general,
      shall be the date of the notice specified in Section 10.2(a) and shall be
      specified in a statement attached to the federal income tax return of each
      REMIC Pool;

            (ii) At or after the date of adoption of such a plan of complete
      liquidation and at or prior to the time of making of the final payment on
      the [REMIC III] Certificates, the Trustee shall sell all of the assets of
      the Trust for cash at the Termination Price; provided that if the Holders
      of the [Class R-I] Certificates are purchasing the assets of the Trust,
      the amount to be paid by such Holders may be paid net of the amount to be
      paid to such Holders as final distributions on any Certificates held by
      such Holders;

            (iii) At the time of the making of the final payment on the
      Certificates, the Paying Agent shall distribute or credit, or cause to be
      distributed or credited, (A) to the Holders of the [Class R-I]
      Certificates all assets of [REMIC I] remaining after such final payment of
      the REMIC I Regular Interests, (B) to the Holders of the Class R-II
      Certificates all remaining assets of REMIC II after such final payment of
      the REMIC II Regular Interests and (C) to the Holders of the Class R-III
      Certificates all remaining assets of REMIC III (in each case other than
      cash retained to meet claims), and the Trust shall terminate at that time;
      and

            (iv) In no event may the final payment on the [REMIC I] Regular
      Interests, [REMIC II] Regular Interests or [REMIC] Regular Certificates or
      the final distribution or credit to the Holders of the Residual
      Certificates, respectively, be made after the 89th day from the date on
      which the plan of complete liquidation is adopted.

            (b) By their acceptance of the [Class R-I], [Class R-II] or [R-III]
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to adopt a plan of complete liquidation
of the REMIC Pool and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor, which authorization shall be binding upon all successor [Class
R-I], [Class R-II] and [Class R-III] Certificateholders, respectively.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

            Section 11.1 Limitation on Rights of Holders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                                     -226-
<PAGE>

            (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicer or
operation and management of the Trust, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

            (c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing 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 unless the
Holders of Certificates evidencing not less than __% of the Aggregate Principal
Amount of the Certificates then outstanding 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 cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty 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 and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
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 whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the 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 11.2 Access to List of Holders.

            (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee and
the Paying Agent, within fifteen days after receipt by the Certificate Registrar
of a request by the Trustee or the Paying Agent, as the case may be, in writing,
a list, in such form as the Trustee or the Paying Agent, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

            (b) If the Depositor, the Operating Adviser, the Special Servicer,
the Master Servicer, the Trustee or three or more Holders (hereinafter referred
to as "applicants," with a single Person which (together with its Affiliates) is
the Holder of more than one Class of Certificates being viewed as a single
"applicant" for these purposes) apply in writing to the Paying Agent and such
application states that the applicants 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 applicants propose to
transmit, then the Paying Agent shall, within five Business Days after the
receipt of such application, send, at

                                     -227-
<PAGE>

such Person's expense, the written communication proffered by the applicants to
all Certificateholders at their addresses as they appear in the Certificate
Register.

            (c) Every Holder, by receiving and holding a Certificate, agrees
with the Depositor, the Certificate Registrar, the Paying Agent, the Master
Servicer and the Trustee that neither the Depositor, the Certificate Registrar,
the Paying Agent, the Master Servicer nor the Trustee shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Certificateholders hereunder, regardless of the source from
which such information was derived.

            Section 11.3 Acts of Holders of Certificates.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Depositor and
the Paying Agent. Such instrument or instruments (as the action embodies therein
and evidenced thereby) are herein sometimes referred to as an "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Depositor and the Paying Agent, if made in the manner provided in this Section.
The Trustee agrees to promptly notify the Depositor of any such instrument or
instruments received by it, and to promptly forward copies of the same.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such
officer's or member's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee, the
Paying Agent or the Depositor in reliance thereon, whether or not notation of
such action is made upon such Certificate.

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<PAGE>

                                  ARTICLE XII

                              REMIC ADMINISTRATION

            The provisions of this Article XII shall apply to each REMIC Pool.

            Section 12.1 REMIC Administration.

            (a) An election will be made by the Paying Agent on behalf of the
Trustee to treat the segregated pool of assets consisting of the Mortgage Loans,
such amounts as shall from time to time be held in the Certificate Account and
the Distribution Account, the Insurance Policies and any REO Properties as a
REMIC ("REMIC I") under the Code, other than any portion of the foregoing
amounts allocable to a B Note. Such elections will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
[REMIC I Interests] are issued. For purposes of such election, the [REMIC I
Regular Interests] shall each be designated as a separate Class of "regular
interests" in [REMIC I] and the [Class R-I] Certificates shall be designated as
the sole Class of "residual interests" in [REMIC I]. The Trustee and the Paying
Agent shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any of the REMICs other than the [REMIC I Regular
Interests], the [REMIC II Regular Interests], the [REMIC Regular Certificates]
and the Residual Certificates.

            An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC
II") under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC II Interests are issued. For the purposes of such election, the REMIC II
Regular Interests shall be designated as the "regular interests" in REMIC II and
the [Class R-II] Certificates shall be designated as the sole Class of the
"residual interests" in REMIC II.

            An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC
III") under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC III Certificates are issued. For purposes of such election, the [Class
A-1], [Class A-2], [Class A-3], [Class A-4], [Class X-1] (each [Class X-1]
Certificate representing multiple "regular interests" in REMIC III, as set forth
in the Preliminary Statement), [Class X-2] (each [Class X-2] Certificate
representing multiple "regular interests" in REMIC III, as set forth in the
Preliminary Statement), [Class B], [Class C], [Class D], [Class E], [Class F],
[Class G], [Class H], [Class J], [Class K], [Class L], [Class M] and [Class N]
Certificates shall be designated as the "regular interests" in REMIC III and the
[Class R-III] Certificates shall be designated as the sole Class of "residual
interests" in REMIC III.

            (b) 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.

                                     -229-
<PAGE>

            The assets of the [Class N] Grantor Trust, consisting of the right
to any Excess Interest in respect of the ARD Loans and the Excess Interest
Sub-account, shall be held by the Trustee for the benefit of the Holders of the
[Class N] Grantor Trust Interest represented by the [Class N] Certificates,
which [Class N] Certificates, in the aggregate, will evidence ___% beneficial
ownership of such assets from and after the Closing Date. It is intended that
the portion of the Trust consisting of the [Class N] Grantor Trust will be
treated as a grantor trust for federal income tax purposes, and each of the
parties to this Agreement agrees that it will not take any action that is
inconsistent with establishing or maintaining such treatment. The Trustee shall
be deemed to hold and shall account for the [Class N] Grantor Trust separate and
apart from the assets of any [REMIC I, REMIC II and REMIC III] created
hereunder.

            (c) The Paying Agent shall pay all routine tax related expenses (not
including any taxes, however denominated, including any additions to tax,
penalties and interest) of each REMIC Pool, excluding any professional fees or
extraordinary expenses related to audits or any administrative or judicial
proceedings with respect to each REMIC Pool that involve the Internal Revenue
Service or state tax authorities.

            (d) The Paying Agent shall cause to be prepared, signed, and timely
filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master Servicer.
The Paying Agent shall prepare and file Form 8811 on behalf of each REMIC Pool
and shall designate an appropriate Person to respond to inquiries by or on
behalf of Certificateholders for original issue discount and related information
in accordance with applicable provisions of the Code.

            (e) The Paying Agent shall prepare and file all of each REMIC Pool's
federal and state income or franchise tax and information returns as such REMIC
Pool direct representative; the expenses of preparing and filing such returns
shall be borne by the Paying Agent, except that if additional state tax returns
are required to be filed in more than three states, the Paying Agent shall be
entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicer and the Special Servicer shall provide on a timely basis to the
Paying Agent or its designee such information with respect to the Trust or any
REMIC Pool as is in its possession, which the Depositor or the Master Servicer
and the Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and the Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee, the Paying Agent and the Fiscal Agent for any
liability or assessment against any of them or cost or expense (including
attorneys' fees) incurred by them resulting from any error resulting from bad
faith, negligence, or willful malfeasance of the Depositor in providing any
information for which the Depositor is responsible for preparing. The Master
Servicer and the Special Servicer shall indemnify the Trustee, the Fiscal Agent,
the Paying Agent and the Depositor for any liability or assessment against the
Trustee, the Fiscal Agent, the Depositor, the Paying Agent or any REMIC Pool and

                                     -230-
<PAGE>

any expenses incurred in connection with such liability or assessment (including
attorneys' fees) resulting from any error in any of such tax or information
returns resulting from errors in the information provided by the Master Servicer
or the Special Servicer, as the case may, be or caused by the negligence,
willful misconduct or bad faith of the Master Servicer or the Special Servicer,
as the case may be. The Paying Agent shall indemnify the Master Servicer, the
Depositor or any REMIC Pool for any expense incurred by the Master Servicer, the
Depositor and any REMIC Pool resulting from any error in any of such tax or
information returns resulting from errors in the preparation of such returns
caused by the negligence, willful misconduct or bad faith of the Paying Agent.
Each indemnified party shall immediately notify the indemnifying party or
parties of the existence of a claim for indemnification under this Section
12.1(e), and provide the indemnifying party or parties, at the expense of such
indemnifying party or parties, an opportunity to contest the tax or assessment
or expense giving rise to such claim, provided that the failure to give such
notification rights shall not affect the indemnification rights in favor of any
REMIC Pool under this Section 12.1(e). Any such indemnification shall survive
the resignation or termination of the Master Servicer, the Paying Agent or the
Special Servicer, or the termination of this Agreement.

            (f) The Paying Agent shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, the Paying Agent shall provide (i) to the Internal Revenue
Service or other Persons (including, but not limited to, the Transferor of a
Residual Certificate, to a Disqualified Organization or to an agent that has
acquired a Residual Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code
or REMIC Provisions.

            (g) The Paying Agent shall forward to the Depositor copies of
quarterly and annual REMIC tax returns and Internal Revenue Service Form 1099
information returns and such other information within the control of the Paying
Agent as the Depositor may reasonably request in writing. Moreover, the Paying
Agent shall forward to each Certificateholder such forms and furnish such
information within its control as are required by the Code to be furnished to
them, shall prepare and file with the appropriate state authorities as may to
the actual knowledge of a Responsible Officer of the Paying Agent be required by
applicable law and shall prepare and disseminate to Certificateholders Internal
Revenue Service Forms 1099 (or otherwise furnish information within the control
of the Paying Agent) to the extent required by applicable law. The Paying Agent
will make available to any Certificateholder any tax related information
required to be made available to Certificateholders pursuant to the Code and any
regulations thereunder.

            (h) The Holder of more than __% of the Percentage Interests in
[Class R-I], [Class R-II] and [Class R-III] Certificates, respectively (or of
the greatest percentage of such [Class R-I], [Class R-II] and [Class R-III]
Certificates if no Holder holds more than __% thereof), shall be the applicable
REMIC's Tax Matters Person. The duties of the Tax Matters Person for each of the
REMIC Pools are hereby delegated to the Paying Agent and each Residual
Certificateholder, by acceptance of its Residual Certificate, agrees, on behalf
of itself and all

                                     -231-
<PAGE>

successor holders of such Residual Certificate, to such delegation to the Paying
Agent as their agent and attorney in fact. If the Code or applicable regulations
prohibits the Paying Agent from signing any applicable Internal Revenue Service,
court or other administrative documents or from acting as Tax Matters Person (as
an agent or otherwise), the Paying Agent shall take whatever action is necessary
for the signing of such documents and designation of a Tax Matters Person,
including the designation of such Residual Certificateholder. The Paying Agent
shall not be required to expend or risk its own funds or otherwise incur any
other financial liability in the performance of its duties hereunder or in the
exercise of any of its rights or powers (except to the extent of the ordinary
expenses of performing its duties under this Agreement), 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.

            (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, within
the scope of its express duties, and shall each act in accordance with this
Agreement and the REMIC Provisions in order to create and maintain the status of
each REMIC Pool as a REMIC and the [Class N] Grantor Trust as a grantor trust
or, as appropriate, adopt a plan of complete liquidation with respect to each
REMIC Pool.

            (j) The Trustee, the Paying Agent, the Master Servicer, the Special
Servicer, the Fiscal Agent and the Holders of Residual Certificates shall not
take any action or fail to take any action or cause any REMIC Pool to take any
action or fail to take any action if any of such persons knows or could, upon
the exercise of reasonable diligence, know, that, under the REMIC Provisions
such action or failure, as the case may be, could (i) endanger the status of any
REMIC Pool as a REMIC or (ii) result in the imposition of a tax upon any REMIC
Pool (including but not limited to the tax on prohibited transactions as defined
in Code Section 860F(a)(2)) or (iii) endanger the status of the [Class N]
Grantor Trust unless the Trustee and the Paying Agent have received an Opinion
of Counsel (at the expense of the party seeking to take such action) to the
effect that the contemplated action will not endanger such status or result in
the imposition of such a tax. Any action required under this section which would
result in an unusual or unexpected expense shall be undertaken at the expense of
the party seeking the Trustee, the Paying Agent or the Holders of the Residual
Certificates to undertake such action. Under no circumstances may the Trustee
vary the assets of the [Class N] Grantor Trust so as to take advantage of
variations in the market so as to improve the rate of return of Holders of the
[Class N] Certificates.

            (k) In the event that any tax is imposed on any REMIC created
hereunder, including, without limitation, "prohibited transactions" taxes as
defined in Section 860F(a)(2) of the Code, any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, any taxes on
contributions to any REMIC created hereunder 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 9.14(e)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Paying Agent, if such tax arises out of or

                                     -232-
<PAGE>

results from a breach of any of its obligations under this Agreement; (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 this Agreement; (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 this Agreement; (iv) the Fiscal
Agent, if such tax arises out of or results from a breach by the Fiscal Agent of
any of its obligations under this Agreement; and (v) the Trust in all other
instances. Any tax permitted to be incurred by the Special Servicer pursuant to
Section 9.14(e) shall be charged to and paid by the Trust from the net income
generated on the related REO Property. Any such amounts payable by the Trust in
respect of taxes shall be paid by the Paying Agent out of amounts on deposit in
the Distribution Account.

            (l) The Paying Agent and, to the extent that records are maintained
by the Master Servicer or the Special Servicer in the normal course of its
business, the Master Servicer and the Special Servicer 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, and with respect to the [Class N] Grantor
Trust, on the cash or accrual method and so as to enable reporting to Holders of
[Class N] Certificates based on their annual accounting period. Notwithstanding
anything to the contrary contained herein, except to the extent provided
otherwise in the Mortgage Loans or in the Mortgages, all amounts collected on
the Mortgage Loans shall, for federal income tax purposes, be allocated first to
interest due and payable on the Mortgage Loans (including interest on overdue
interest, other than additional interest at a penalty rate payable following a
default). The books and records must be sufficient concerning the nature and
amount of each REMIC Pool's investments to show that such REMIC Pool has
complied with the REMIC Provisions.

            (m) Neither the Trustee, the Paying Agent, the Master Servicer nor
the Special Servicer shall enter into any arrangement by which any REMIC Pool
will receive a fee or other compensation for services.

            (n) In order to enable the Paying Agent to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Paying Agent within ten (10) days after the Closing Date all information or data
that the Paying Agent reasonably determines to be relevant for tax purposes on
the valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent, the
Fiscal Agent, and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys' fees) or assessments against the Trustee, the
Paying Agent, the Fiscal Agent and each REMIC Pool arising from any errors or
miscalculations of the Paying Agent pursuant to this Section that result from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Paying Agent (but not resulting from the methodology
employed by the Paying Agent) on a timely basis and such indemnification shall
survive the termination of this Agreement and the termination or resignation of
the Paying Agent and the Fiscal Agent.

                                     -233-
<PAGE>

            The Paying Agent agrees that all such information or data so
obtained by it are to be regarded as confidential information and agrees that it
shall use its best reasonable efforts to retain in confidence, and shall ensure
that its officers, employees and representatives retain in confidence, and shall
not disclose, without the prior written consent of the Depositor, any or all of
such information or data, or make any use whatsoever (other than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

            (o) At all times as may be required by the Code, the Master Servicer
will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of REMIC
I as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

            (p) For the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" for each Class of Certificates
representing a regular interest in REMIC III, for each Class of REMIC I Regular
Interests and for each Class of REMIC II Regular Interests is the Rated Final
Distribution Date; provided that the "latest possible maturity date" for the
[Class X-2] Certificates is the Distribution Date in -------, ----.

            Section 12.2 Prohibited Transactions and Activities. Neither the
Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall
permit the sale, disposition or substitution of any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the
termination of any REMIC Pool in a "qualified liquidation" as defined in Section
860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof),
nor acquire any assets for the Trust, except as provided in Article II hereof,
nor sell or dispose of any investments in the Certificate Account or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the
Residual Certificates, as the regular interests therein, (B) affect the
distribution of interest or principal on the Certificates, (C) result in the
encumbrance of the assets transferred or assigned to any REMIC Pool (except
pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be
subject to a tax on "prohibited transactions" or "prohibited contributions" or
other tax pursuant to the REMIC Provisions.

            Section 12.3 Modifications of Mortgage Loans. Notwithstanding
anything to the contrary in this Agreement, neither the Trustee, the Paying
Agent, the Master Servicer nor the Special Servicer shall permit any
modification of a Money Term of a Mortgage Loan or a Specially Serviced Mortgage
Loan unless (i) the Trustee, the Special Servicer, Paying Agent and

                                     -234-
<PAGE>

the Master Servicer have received a Nondisqualification Opinion or a ruling from
the Internal Revenue Service (at the expense of the party making the request
that the Master Servicer or the Special Servicer modify the Mortgage Loan or a
Specially Serviced Mortgage Loan) to the effect that such modification would not
be treated as an exchange pursuant to Section 1001 of the Code (or, if it would
be so treated, would not be treated as a "significant modification" for purposes
of Treas. Reg. Sec. 1.860G-2(B) of the Code) or (ii) such modification meets the
requirements set forth in Sections 8.18 or 9.5.

            Section 12.4 Liability with Respect to Certain Taxes and Loss of
REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC,
loses its status as a REMIC, or incurs state or local taxes, or tax as a result
of a prohibited transaction or prohibited contribution subject to taxation under
the REMIC Provisions due to the negligent performance by either the Trustee or
the Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicer, the
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

            Section 12.5 Grantor Trust Reporting. The parties intend that the
portions of the Trust consisting of the [Class N] Grantor Trust shall
constitute, and that the affairs of the Trust (exclusive of the REMIC Pools)
shall be conducted so as to qualify such portion as, a "grantor trust" under the
Code, and the provisions hereof shall be interpreted consistently with this
intention. In furtherance of such intention, the Paying Agent shall furnish or
cause to be furnished to the [Class N] Certificateholders and shall file, or
cause to be filed with the Internal Revenue Service, together with Form 1041 or
such other form as may be applicable, information returns with respect to income
relating to their shares of the income and expenses of the [Class N] Grantor
Trust, at the time or times and in the manner required by the Code.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

            Section 13.1 Binding Nature of Agreement. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                                     -235-
<PAGE>

            Section 13.2 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof. The express
terms hereof control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof.

            Section 13.3 Amendment.

            (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC (or
the interest represented by the [Class N] Grantor Trust Interest as a grantor
trust) for the purposes of federal income tax law (or comparable provisions of
state income tax law), (iv) to make any other provisions with respect to matters
or questions arising under or with respect to this Agreement not inconsistent
with the provisions hereof, (v) to modify, add to or eliminate the provisions of
Article III relating to transfers of Residual Certificates, (vi) to amend any
provision herein to the extent necessary or desirable to list the Certificates
on a stock exchange, including, without limitation, the appointment of one or
more sub-paying agents and the requirement that certain information be delivered
to such sub-paying agents or (vii) to make any other amendment which does not
adversely affect in any material respect the interests of any Certificateholder
(unless such Certificateholder consents). No such amendment effected pursuant to
clause (i), (ii) or (iv) of the preceding sentence shall (A) adversely affect in
any material respect the interests of any Holder not consenting thereto, and no
amendment shall adversely affect the status of any REMIC Pool as a REMIC (or the
[Class N] Grantor Trust as a grantor trust) without the consent of ___% of the
Certificateholders or (B) adversely affect the status of any REMIC Pool as a
REMIC (or the [Class N] Grantor Trust as a grantor trust). Prior to entering
into any amendment without the consent of Holders pursuant to this paragraph,
the Trustee may require an Opinion of Counsel and a Nondisqualification Opinion
(in the case of clauses (i), (ii) and (iii), at the expense of the Depositor,
and otherwise at the expense of the party requesting such amendment, except that
if the Trustee requests such amendment, such amendment shall be at the expense
of the Depositor, if the Depositor consents), to the effect that such amendment
is permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material economic respect any Holder if the Trustee
receives a Rating Agency Confirmation from each Rating Agency (and any Opinion
of Counsel requested by the Trustee in connection with any such amendment may
rely expressly on such confirmation as the basis therefor).

            (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders)
and with the written confirmation of the Rating Agencies that such amendment
would not cause the ratings on any Class of Certificates to be qualified,
withdrawn or downgraded; provided, however, that such amendment may not effect
any of the items set forth in clauses (i) through (iv) of the proviso in

                                     -236-
<PAGE>

paragraph (c) of this Section 13.3. The Trustee may request, at its option, to
receive a Nondisqualification Opinion and an Opinion of Counsel that any
amendment pursuant to this Section 13.3(b) is permitted by this Agreement at the
expense of the party requesting the amendment.

            (c) This Agreement may also be amended from time to time by the
parties with the consent of the Holders of not less than __% of the Aggregate
Certificate Balance of the Certificates then outstanding, 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; provided that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate the Master Servicer's, the
Special Servicer's, the Trustee's or the Fiscal Agent's obligation to Advance or
alter the Servicing Standard except as may be necessary or desirable to comply
with the REMIC Provisions or (iv) adversely affect the status of any REMIC Pool
as a REMIC for federal income tax purposes (as evidenced by a
Nondisqualification Opinion) or the [Class N] Grantor Trust as a grantor trust,
without the consent of ___% of the Certificateholders (including the [Class
R-I], [Class R-II] and [Class R-III] Certificateholders); provided that no such
amendment may modify Section 8.18 of this Agreement without Rating Agency
Confirmation. The Trustee may request, at its option, to receive a
Nondisqualification Opinion and an Opinion of Counsel that any amendment
pursuant to this Section 13.3(c) is permitted by this Agreement at the expense
of the party requesting the amendment.

            (d) The costs and expenses associated with any such amendment shall
be borne by the Depositor in the case the Trustee is the party requesting such
amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a). In
all other cases, the costs and expenses shall be borne by the party requesting
the amendment.

            (e) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.

            (f) It shall not be necessary for the consent of Holders under this
Section 13.3 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 Holders shall be in the affirmative and in writing and
shall be subject to such reasonable regulations as the Trustee may prescribe.

            (g) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may not be amended in
any manner that is reasonably likely to have an adverse effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.

                                     -237-
<PAGE>

            (h) Notwithstanding the fact that the provisions in Section 13.3(c)
would otherwise apply, with respect to any amendment that significantly modifies
the permitted activities of the Trustee, any Primary Servicer, the Master
Servicer or the Special Servicer, any Certificate beneficially owned by a Seller
or any of its Affiliates shall be deemed not to be outstanding (and shall not be
considered when determining the percentage of Certificateholders consenting or
when calculating the total number of Certificates entitled to consent) for
purposes of determining if the requisite consents of Certificateholders under
this Section 13.3 have been obtained.

            Section 13.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED
IN NEW YORK.

            Section 13.5 Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
received by (A) in the case of the Depositor, Bear Stearns Commercial Mortgage
Securities II Inc., 383 Madison Avenue, New York, New York 10179, Attention:
_________________________, Senior Managing Director, Commercial Mortgage
Department, with copies to the attention of ________________________, Managing
Director, Legal Department; (B) in the case of the Trustee and the Fiscal Agent
at the Corporate Trust Office; (C) in the case of the Master Servicer,
_______________________________________________, _________________, _________,
_____________, ________________, Attention: _____________________________, with
a copy to _______________________, ______________________________________,
__________________, _________, _____________, ________________; (D) in the case
of the Special Servicer, ____________________________________,
_____________________, __________, _____________, ________________, Attention:
____________ (with a copy to General Counsel at such address); (E) in the case
of [Bear Stearns Commercial Mortgage Inc.] , 383 Madison Avenue, New York, New
York 10179], Attention: __________________________________, Senior Managing
Director, Commercial Mortgage Department], with copies to the attention of
_____________________, Managing Director, Legal Department]; (F) in the case of
[BSF], [Bear, Stearns Funding, Inc., 383 Madison Avenue, New York, New York
10179], Attention: __________________________________, Senior Managing Director,
Commercial Mortgage Department], with copies to the attention of
_____________________, Managing Director, Legal Department]; (G) in the case of
______, _______________________________________, _____________, ________,
______________, Attention: _______________, with a copy to: General Counsel; (H)
in the case of the initial Operating Adviser, _____________________________,
___, Attention: __________, _____________________, __________, _____________,
__________, _____; (I) in the case of the Paying Agent,
________________________________________________, _________________________,
________, ___________________, Attention: ________________________________Bear
Stearns Commercial Mortgage Securities II Inc., Series 20__-____; [and (J) in
the case of the Luxembourg Paying Agent, ________________________________,
_________________________, __________,

                                     -238-
<PAGE>

Attention: _____________, or as to each party such other address as may
hereafter be furnished by such party to the other parties in writing. Any notice
required or permitted to be mailed to a Holder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.

            Section 13.6 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 13.7 Indulgences; No Waivers. Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

            Section 13.8 Headings Not to Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and shall not
be used in the interpretation hereof.

            Section 13.9 Benefits of Agreement. Nothing in this Agreement or in
the Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement (including the Primary Servicers to the extent
applicable to such Primary Servicer) and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement; provided, however, that the Mortgagors set
forth on Schedule VIII hereto are intended third-party beneficiaries of the
fifth and sixth paragraph of Section 2.3(a) and the holder of each B Note, if
any, is an intended third-party beneficiary in respect of the rights afforded it
hereunder.

            Section 13.10 Special Notices to the Rating Agencies.

            (a) The Trustee shall give prompt notice to the Rating Agencies,
Special Servicer and the Operating Adviser of the occurrence of any of the
following events of which it has notice:

            (i) any amendment to this Agreement pursuant to Section 13.3 hereof;

            (ii) the Interim Certification and the Final Certification required
      pursuant to Section 2.2 hereof;

                                     -239-
<PAGE>

            (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage
      Loan pursuant to Section 2.3(a) hereof;

            (iv) any resignation of the Master Servicer, Special Servicer, the
      Paying Agent, the Operating Adviser or the Trustee pursuant to this
      Agreement;

            (v) the appointment of any successor to the Master Servicer, the
      Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the
      Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;

            (vi) waiver of a due-on-sale clause as provided in Section 8.7;

            (vii) waiver of a prohibition on subordinate liens on the Mortgaged
      Properties;

            (viii) the making of a final payment pursuant to Section 10.3
      hereof;

            (ix) a Servicing Transfer Event; and

            (x) an Event of Default.

            (b) All notices to the Rating Agencies shall be in writing and sent
by first class mail, telecopy or overnight courier, as follows:

            If to ______, to:

            ------------------------------
            -----------------
            --------, --------
            Attention:  ________________________________________

            If to ___, to:

            ------------------------------
            -----------------
            --------, --------
            Attention:  ________________________________________

or at such address as shall be provided in writing to the Depositor by such
Rating Agency.

            (c) The Trustee, or in the case of clauses (i) and (ii), the
successor trustee shall give prompt notice to the Rating Agencies of the
occurrence of any of the following events:

            (i) the resignation or removal of the Trustee pursuant to Section
      7.6; or

            (ii) the appointment of a successor trustee pursuant to Section 7.7;
      or

            (iii) the appointment of a successor Operating Adviser pursuant to
      Section 9.37.

                                     -240-
<PAGE>

            (d) The Master Servicer shall deliver to the Rating Agencies and the
Depositor any other information as reasonably requested by the Rating Agencies
and the Depositor, and shall deliver to the Primary Servicers and the Special
Servicer each of the reports required to be delivered by the Master Servicer to
the Primary Servicers and the Special Servicer pursuant to the terms of this
Agreement. The Trustee, the Paying Agent and the Special Servicer shall deliver
to the Rating Agencies and the Depositor any information as reasonably requested
by the Rating Agencies and Depositor, as the case may be.

            (e) Any notice or other document required to be delivered or mailed
by the Depositor, Master Servicer, Paying Agent or Trustee shall be given by
such parties, respectively, on a best efforts basis and only as a matter of
courtesy and accommodation to the Rating Agencies, unless otherwise specifically
required herein, and such parties, respectively, shall have no liability for
failure to deliver any such notice or document to the Rating Agencies.

            Section 13.11 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.

            Section 13.12 Intention of Parties. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans and related rights and
property to the Trustee, for the benefit of the Certificateholders, by the
Depositor as provided in Section 2.1 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Loans or any related property is held to be
the property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans or any related
property, then this Agreement shall be deemed to be a security agreement; and
the conveyance provided for in Section 2.1 shall be deemed to be a grant by the
Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the Depositor's right, title, and interest, whether
now owned or hereafter acquired, in and to:

            (i) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the property described in clauses
      (1)-(4) below: (1) the Mortgage Loans, including the related Mortgage
      Notes, Mortgages, security agreements, and title, hazard and other
      insurance policies identified on the Mortgage Loan Schedule, including all
      Qualified Substitute Mortgage Loans, all distributions with respect
      thereto payable on and after the Cut-Off Date, and the Mortgage Files; (2)
      the Distribution Account, all REO Accounts, and the Certificate Account,
      including all property therein and all income from the investment of funds
      therein (including any accrued discount realized on liquidation of any
      investment purchased at a discount); (3) the [REMIC I Regular Interests]
      and the [REMIC II Regular Interests]; and (4) the Mortgage Loan Purchase
      Agreements;

            (ii) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit,

                                     -241-
<PAGE>

      investment property, and other rights arising from or by virtue of the
      disposition of, or collections with respect to, or insurance proceeds
      payable with respect to, or claims against other Persons with respect to,
      all or any part of the collateral described in clause (A) above (including
      any accrued discount realized on liquidation of any investment purchased
      at a discount); and

            All cash and non-cash proceeds of the collateral described in
clauses (i) and (ii) above.

            The possession by the Trustee of the Mortgage Notes, the Mortgages
and such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 9-115 and 9-305 thereof) as in force in
the relevant jurisdiction.

            Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or persons holding for, the
Trustee, as applicable, for the purpose of perfecting such security interest
under applicable law.

            The Depositor and, at the Depositor's direction, the Master Servicer
and the Trustee, shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. The Master Servicer shall file, at the expense of the Trust as
an Additional Trust Expense all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect the Trustee's security interest in such property,
including without limitation (i) continuation statements, and (ii) such other
statements as may be occasioned by any transfer of any interest of the Master
Servicer or the Depositor in such property. In connection herewith, the Trustee
shall have all of the rights and remedies of a secured party and creditor under
the Uniform Commercial Code as in force in the relevant jurisdiction.

            Section 13.13 Recordation of Agreement. 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, if any, shall be
effected by the Master Servicer at the expense of the Trust as an Additional
Trust Expense, but only upon direction of the Depositor accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders of the Trust.

            Section 13.14 Rating Agency Monitoring Fees. The parties hereto
acknowledge that on the Closing Date the Sellers will pay the ongoing monitoring
fees of the

                                     -242-
<PAGE>

Rating Agencies relating to the rating of the Certificates and that no
monitoring fees are payable subsequent to the Closing Date in respect of the
rating of the Certificates. The Master Servicer shall not be required to pay any
such fees or any fees charged for any Rating Agency Confirmation (except any
confirmation required under Section 8.22, Section 8.23 or in connection with a
termination and replacement of the Master Servicer following an Event of Default
of the Master Servicer).

            Section 13.15 Acknowledgement by Primary Servicers. Each of the
Primary Servicers agrees, to the extent applicable to such Primary Servicer and
the Mortgage Loans serviced by such Primary Servicer, to be bound by the terms
of Sections 5.1(g), 8.3, 8.4, 8.7, 8.10, 8.18 and 8.25(d) of this Agreement.

                                     -243-
<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Fiscal Agent have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                                       BEAR STEARNS COMMERCIAL MORTGAGE
                                          SECURITIES II INC.,
                                          as Depositor

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                          -------------------------------------,
                                          as Master Servicer

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                          -------------------------------------,
                                          as Special Servicer

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                          ----------------------------------, as
                                          Trustee

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                     -244-
<PAGE>

                                          _____________________, As Fiscal Agent

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                          -------------------------------------,
                                          as Paying Agent and Certificate
                                          Registrar

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                          -------------------------------------,
                                          acting solely in its capacity as
                                          Primary Servicer with respect to the
                                          sections referred to in Section 13.15
                                          of the Agreement



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                     -245-
<PAGE>

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On this __ day of _____, ____, before me, a notary public in and for
said State, personally appeared _____________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person who executed the
within instrument as Vice President on behalf of Bear Stearns Commercial
Mortgage Securities II Inc., and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

            IN WITNESS WHEREOF, I have hereunder 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 this ___ day of _____, ____, before me, a notary public in and
for said State, personally appeared ____________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President of ___________________, and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.

            IN WITNESS WHEREOF, I have hereunder set my hand and affixed my
official seal the day and year in this certificate first above written.

                                         ---------------------------------------
                                                      Notary Public

<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the ______ day of _____, ____, before me, a notary public in and
for said State, personally appeared ___________________ known to me to be a of
_______________, one of the entities that executed the within instrument, and
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 this ___ day of _____, ____, before me, a notary public in and
for said State, personally appeared __________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ____________, and
acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

            IN WITNESS WHEREOF, I have hereunder 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 this ___ day of ____, ____, before me, a notary public in and for
said State, personally appeared __________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of _______________,
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

            IN WITNESS WHEREOF, I have hereunder 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 this ___ day of ______, ____, before me, a notary public in and
for said State, personally appeared __________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ________________
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

            IN WITNESS WHEREOF, I have hereunder 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 this ___ day of _____, ____, before me, a notary public in and
for said State, personally appeared __________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of
___________________ and acknowledged to me that such nationally chartered bank
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

            IN WITNESS WHEREOF, I have hereunder set my hand and affixed my
official seal the day and year in this certificate first above written.



<PAGE>

                                   EXHIBIT A-1

                        [FORM OF CLASS [A-1] CERTIFICATE]

THIS CLASS [A-1] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [A-1] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
paying agent.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.

<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [A-1] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [A-1]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]

No. [A-1-1] ]

                             CLASS [A-1] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [A-1] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this

<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class [A-1] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and

<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.

<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                      ], as
                                    Certificate Registrar

                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY

Dated:  [                       ]

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [A-1] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                                   EXHIBIT A-2

                        [FORM OF CLASS [A-2] CERTIFICATE]

THIS CLASS [A-2] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [A-2] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [A-2]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]

No. [A-2-1] ]


                             CLASS [A-2] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [A-2] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this


<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class [A-2] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and


<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.


<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                      ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated:  [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [A-2] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number
______________ or, if mailed by check, to ____
___________________________________.  Statements should be mailed to
____________________.  This information is provided by assignee named above,
or _______________________, as its agent.


<PAGE>

                                   EXHIBIT A-3

                                   [RESERVED]


<PAGE>

                                   EXHIBIT A-4

                                   [RESERVED]


<PAGE>

                                   EXHIBIT A-5

                         [FORM OF CLASS [B] CERTIFICATE]

THIS CLASS [B] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CLASS [B] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [B] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [B] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [B]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]

No. [B-1] ]


                              CLASS [B] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [B] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this


<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class [B] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and


<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.


<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [B] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                                   EXHIBIT A-6

                         [FORM OF CLASS [C] CERTIFICATE]

THIS CLASS [C] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CLASS [C] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [C] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [C] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [C]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]

No. [C-1] ]


                              CLASS [C] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [C] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this


<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class [C] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and


<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.


<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [C] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                                   EXHIBIT A-7

                         [FORM OF CLASS [D] CERTIFICATE]

THIS CLASS [D] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [D] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [D] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF


<PAGE>

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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [D] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [D]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

No. [D-1] ]


                              CLASS [D] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [D] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class [D] Certificates. The Certificates are
designated as the Bear Stearns Commercial Mortgage Securities II Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200_-_____ and are issued
in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate [__]% of the beneficial ownership of
the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

<PAGE>

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [D] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                   EXHIBIT A-8

                         [FORM OF CLASS [E] CERTIFICATE]

THIS CLASS [E] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [E] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [E] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF


<PAGE>

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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [E] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [E]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF CHANGES ATTACHED)]
No. [E-1] ]

                              CLASS [E] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [E] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the

<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate
Balance of this Certificate specified on the face hereof by the aggregate
initial Certificate Balance of the Class [E] Certificates. The Certificates are
designated as the Bear Stearns Commercial Mortgage Securities II Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200_-_____ and are issued
in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate [__]% of the beneficial ownership of
the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated:  [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [E] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                   EXHIBIT A-9

                         [FORM OF CLASS [F] CERTIFICATE]

THIS CLASS [F] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [f] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [F] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF


<PAGE>

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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [F] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [F]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]
No. [F-1] ]

                              CLASS [F] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [F] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class [F] Certificates. The Certificates are
designated as the Bear Stearns Commercial Mortgage Securities II Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200_-_____ and are issued
in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate [__]% of the beneficial ownership of
the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar

<PAGE>

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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [F] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-10

                         [FORM OF CLASS [G] CERTIFICATE]

THIS CLASS [G] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [G] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [G] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED


<PAGE>

FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [G] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [G]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]
No. [G-1] ]


                              CLASS [G] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [G] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class [G] Certificates. The Certificates are
designated as the Bear Stearns Commercial Mortgage Securities II Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200_-_____ and are issued
in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate [__]% of the beneficial ownership of
the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [G] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-11

                         [FORM OF CLASS [H] CERTIFICATE]

THIS CLASS [H] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [h] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [H] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED


<PAGE>

FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [H] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [H]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]
No. [H-1] ]


                              CLASS [H] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [H] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the

<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class [H] Certificates. The Certificates are
designated as the Bear Stearns Commercial Mortgage Securities II Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200_-_____ and are issued
in the Classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate [__]% of the beneficial
ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [H] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-12

                         [FORM OF CLASS [J] CERTIFICATE]

THIS CLASS [J] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [J] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [J] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED


<PAGE>

FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [J] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [J]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]
No. [J-1] ]

                              CLASS [J] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [J] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this


<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class [J] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and


<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.


<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [J] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-13

                         [FORM OF CLASS [K] CERTIFICATE]

THIS CLASS [K] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [K] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [K] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED

<PAGE>

FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [K] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [K]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]
No. [K-1] ]

                              CLASS [K] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [K] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class


<PAGE>

[K] Certificates. The Certificates are designated as the Bear Stearns Commercial
Mortgage Securities II Inc., Commercial Mortgage Pass-Through Certificates,
Series 200_-_____ and are issued in the Classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
[__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from


<PAGE>

the Certificate Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.


<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [K] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-14

                         [FORM OF CLASS [L] CERTIFICATE]

THIS CLASS [L] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [L] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [L] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED

<PAGE>

FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [L] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [L]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]
No. [L-1] ]


                              CLASS [L] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [L] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class

<PAGE>

[L] Certificates. The Certificates are designated as the Bear Stearns Commercial
Mortgage Securities II Inc., Commercial Mortgage Pass-Through Certificates,
Series 200_-_____ and are issued in the Classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
[__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from

<PAGE>

the Certificate Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.


<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [L] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-15

                         [FORM OF CLASS [M] CERTIFICATE]

THIS CLASS [M] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [M] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [M] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED


<PAGE>

FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [M] CERTIFICATES AS OF THE            TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [M]       FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]
No. [M-1] ]


                              CLASS [M] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [M] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), Bear Stearns Commercial Mortgage Securities
II Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this


<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class [M] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and


<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.


<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [M] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-16

                         [FORM OF CLASS [N] CERTIFICATE]

THIS CLASS [N] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS [N] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS [N] CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED


<PAGE>

FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT 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
HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE:  [__]%           MASTER SERVICER: [
                                            ]
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [       ]                             SPECIAL SERVICER:[
                                            ]
CUT-OFF DATE: [        ]
                                            PAYING AGENT:[
CLOSING DATE: [        ]                    ]

FIRST DISTRIBUTION DATE:[         ]         PRIMARY SERVICER:

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS [N] CERTIFICATES AS OF THE          TRUSTEE:[
CLOSING DATE:  $[             ]             ]

CERTIFICATE BALANCE OF THIS CLASS [N]     FISCAL AGENT: [             ]
CERTIFICATE AS OF THE CLOSING
DATE:
$[         ]                                CUSIP NO. [         ]
[(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]
No. [N-1] ]

                              CLASS [N] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [N] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this


<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class [N] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the __th
day of each month or, if such __th day is not a Business Day, the next
succeeding Business Day (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 (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and


<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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.


<PAGE>

            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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [N] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-17

                        [FORM OF CLASS [R-I] CERTIFICATE]

THIS CLASS [R-I] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
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, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS [R-I] CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE


<PAGE>

PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT
(1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF THE POOLING AND SERVICING
AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE
IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT
FOR FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY ANY SUCH
GOVERNMENTAL UNIT), (B) AN ORGANIZATION (OTHER THAN CERTAIN FARMERS'
COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX
IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (C) A
RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS
NOT A CITIZEN OF OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR
OTHER ENTITY CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR
ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME 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 TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS [R-I] CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, 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,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS [R-I] CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

                                SERIES 200_-_____

PERCENTAGE INTEREST OF THIS CLASS [R-I]    SPECIAL SERVICER:[
CERTIFICATE: [__]%                         ]

DATE OF POOLING AND SERVICING AGREEMENT:   PAYING AGENT:
AS OF [                       ]            ]

CUT-OFF DATE:  [              ]            PRIMARY SERVICER:[
                                           ]
CLOSING DATE:  [              ]
                                           TRUSTEE:[
FIRST DISTRIBUTION DATE: [    ]            ]

MASTER SERVICER: [                         FISCAL AGENT: [      ]

                                           NO. R-I-1

                             CLASS [R-I] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT Bear Stearns Securities Corp. is the registered owner of the
interest evidenced by this Certificate in the Class [R-I] Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities II Inc. (hereinafter called the "Depositor",
which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
[R-I] Certificates specified on the face hereof. The Certificates are designated
as Bear Stearns Commercial Mortgage Securities II Inc. Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate [__]% of the beneficial ownership of the Trust.


<PAGE>

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the __th day of each month or, if such __th day is not a Business
Day, the next succeeding Business Day (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 (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor,


<PAGE>

if such Certificateholder will have provided the Paying Agent with wiring
instructions on or prior to the related Record Date or otherwise by check mailed
to such Certificateholder. Notwithstanding the above, the final distribution on
any Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of [__]% and in multiples of
[__]% in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the


<PAGE>

later of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [R-I] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY



<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                                  EXHIBIT A-18

                       [FORM OF CLASS [R-II] CERTIFICATE]

THIS CLASS [R-II] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN
INTEREST IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE
FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
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, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS [R-II] CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND
BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET
FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD
OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME 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 TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS [R-II] CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, 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, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS [R-I] CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

                                SERIES 200_-_____


               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

                                SERIES 200_-_____

PERCENTAGE INTEREST OF THIS CLASS [R-II]   SPECIAL SERVICER:[
CERTIFICATE: [__]%                         ]

DATE OF POOLING AND SERVICING AGREEMENT:   PAYING AGENT:
AS OF [                       ]            ]

CUT-OFF DATE:  [              ]            PRIMARY SERVICER:[
                                           ]
CLOSING DATE:  [              ]
                                           TRUSTEE:[
FIRST DISTRIBUTION DATE: [    ]            ]

MASTER SERVICER: [                         FISCAL AGENT: [      ]

                                           NO. R-II-1

                            CLASS [R-II] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT Bear Stearns Securities Corp. is the registered owner of the
interest evidenced by this Certificate in the Class [R-II] Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities II Inc. (hereinafter called the "Depositor",
which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
[R-II] Certificates specified on the face hereof. The Certificates are
designated as the Bear Stearns Commercial Mortgage Securities II Inc. Commercial
Mortgage Pass-Through Certificates, Series 200_-_____ and are issued in the
Classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate [__]% of the beneficial ownership of
the Trust.


<PAGE>

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the __th day of each month or, if such __th day is not a Business
Day, the next succeeding Business Day (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 (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor,


<PAGE>

if such Certificateholder will have provided the Paying Agent with wiring
instructions on or prior to the related Record Date or otherwise by check mailed
to such Certificateholder. Notwithstanding the above, the final distribution on
any Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of [__]% and in multiples of
[__]% in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the


<PAGE>

later of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [R-II] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                                  EXHIBIT A-19

                       [FORM OF CLASS [R-III] CERTIFICATE]

THIS CLASS [R-III] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN
INTEREST IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE
FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
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, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS [R-III] CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE


<PAGE>

PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT
(1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF THE POOLING AND SERVICING
AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE
IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT
FOR FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY ANY SUCH
GOVERNMENTAL UNIT), (B) AN ORGANIZATION (OTHER THAN CERTAIN FARMERS'
COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX
IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (C) A
RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS
NOT A CITIZEN OF OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR
OTHER ENTITY CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR
ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME 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 TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS [R-III] CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, 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,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS [R-III] CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

                                SERIES 200_-_____

PERCENTAGE INTEREST OF THIS CLASS [R-III]  SPECIAL SERVICER:[
CERTIFICATE: [__]%                         ]

DATE OF POOLING AND SERVICING AGREEMENT:   PAYING AGENT:
AS OF [                       ]            ]

CUT-OFF DATE:  [              ]            PRIMARY SERVICER:[
                                           ]
CLOSING DATE:  [              ]
                                           TRUSTEE:[
FIRST DISTRIBUTION DATE: [    ]            ]

MASTER SERVICER: [                         FISCAL AGENT: [      ]

                                           NO. R-III-1

                            CLASS [R-III] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT Bear Stearns Securities Corp. is the registered owner of the
interest evidenced by this Certificate in the Class [R-III] Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities II Inc. (hereinafter called the "Depositor",
which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
[R-III] Certificates specified on the face hereof. The Certificates are
designated as the Bear Stearns Commercial Mortgage Securities II Inc. Commercial
Mortgage Pass-Through Certificates, Series 200_-_____ and are issued in the
Classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate [__]% of the beneficial ownership of
the Trust.


<PAGE>

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the __th day of each month or, if such __th day is not a Business
Day, the next succeeding Business Day (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 (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor,


<PAGE>

if such Certificateholder will have provided the Paying Agent with wiring
instructions on or prior to the related Record Date or otherwise by check mailed
to such Certificateholder. Notwithstanding the above, the final distribution on
any Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of [__]% and in multiples of
[__]% in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but 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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the


<PAGE>

later of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [R-III] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY




<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                                  EXHIBIT A-20

                        [FORM OF CLASS [X-1] CERTIFICATE]

THIS CLASS [X-1] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

if THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS [X-1] CERTIFICATE. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY
OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE certificate
registrar OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN


<PAGE>

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON 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.


<PAGE>

             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE: [__]%           MASTER SERVICER: [
                                           ]
INITIAL NOTIONAL AMOUNT OF THIS CLASS
[X-1] CERTIFICATE: $[        ]             SPECIAL SERVICER: WELL FARGO BANK,
                                           NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [            ]                       PAYING AGENT: [
                                           ]
CUT-OFF DATE:  [           ]
                                           PRIMARY SERVICER: [
CLOSING DATE:  [           ]               ]
                                            [
FIRST DISTRIBUTION DATE: [           ]     TRUSTEE: [
                                           ]
AGGREGATE NOTIONAL AMOUNT OF THE CLASS
[X-1] CERTIFICATES AS OF THE CLOSING       FISCAL AGENT:
DATE: $[              ] [(SUBJECT TO
SCHEDULE OF EXCHANGES ATTACHED)]           CUSIP NO. [        ]

No. [X-1-1]


                             CLASS [X-1] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [X-1] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Notional Amount of
this Certificate specified on the face hereof by the initial aggregate Notional
Amount of the Class [X-1] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the __th day of each month
or, if such __th day is not a Business Day, the next succeeding Business Day (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 (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate
specified above on the Notional Amount of this Certificate immediately prior to
each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated on the applicable Distribution Date to Certificateholders in the
manner set forth in the Pooling and Servicing Agreement. All Realized Losses and
interest shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


<PAGE>

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X-1] Certificates will be issued in denominations of $[____] initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [X-1] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to _______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>


                                  EXHIBIT A-21

                        [FORM OF CLASS [X-2] CERTIFICATE]

THIS CLASS [X-2] CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
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 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS [X-2] CERTIFICATE. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY
OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN


<PAGE>

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON 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.


<PAGE>


             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

                                SERIES 200_-_____

INITIAL PASS-THROUGH RATE: [__]%           MASTER SERVICER: [
                                           ]
INITIAL NOTIONAL AMOUNT OF THIS CLASS
[X-2] CERTIFICATE: $[        ]             SPECIAL SERVICER: WELL FARGO BANK,
                                           NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF [            ]                       PAYING AGENT: [
                                           ]
CUT-OFF DATE:  [           ]
                                           PRIMARY SERVICER: [
CLOSING DATE:  [           ]               ]
                                            [
FIRST DISTRIBUTION DATE: [           ]     TRUSTEE: [
                                           ]
AGGREGATE NOTIONAL AMOUNT OF THE CLASS
[X-2] CERTIFICATES AS OF THE CLOSING       FISCAL AGENT:
DATE: $[              ] [(SUBJECT TO
SCHEDULE OF EXCHANGES ATTACHED)]           CUSIP NO. [        ]

No. [X-2-1]


                             CLASS [X-2] CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class [X-2] Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Notional Amount of
this Certificate specified on the face hereof by the initial aggregate Notional
Amount of the Class [X-2] Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage
Pass-Through Certificates, Series 200_-_____ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate [__]% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the __th day of each month
or, if such __th day is not a Business Day, the next succeeding Business Day (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 (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate
specified above on the Notional Amount of this Certificate immediately prior to
each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated on the applicable Distribution Date to Certificateholders in the
manner set forth in the Pooling and Servicing Agreement. All Realized Losses and
interest shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


<PAGE>

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X-2] Certificates will be issued in denominations of $[ ] initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

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 Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    [                                     ], as
                                    Certificate Registrar


                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY


Dated: [                       ]


                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [X-2] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    [                                    ],
                                    AUTHENTICATING AGENT



                                    By: ______________________________________
                                          AUTHORIZED SIGNATORY



<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common          UNIF GIFT MIN ACT.............Custodian
TEN ENT -   as tenants by the                                 (Cust)
            entireties                        Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in              Act.......................
            common                                       (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                           PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------
                           IDENTIFYING NUMBER OF ASSIGNEE
---------------------------

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      --------------------------     -----------------------------------------
                                     NOTICE:  The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to _______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                                   EXHIBIT B-1


                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                    __, 200_



Bear Stearns Commercial Mortgage Securities II Inc.
245 Park Avenue
New York, NY  10167

[              ]
[              ]
[              ]

[              ]
[              ]
[              ]

[              ]
[              ]
[              ]

[              ]
[              ]
[              ]

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing
            Agreement") relating to Bear Stearns Commercial Mortgage
            Securities II Inc., Commercial Mortgage
            Pass-Through Certificates, Series 200_-_____

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
specified in clause (i) of the definition of "Mortgage File" are in its
possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan and (c) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of "Mortgage File" of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
such documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
<PAGE>

            The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular
Interests.

            Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement.



                                    [                          ], as Trustee



                                    By: ______________________________________
                                       Name:
                                       Title:


<PAGE>

                             SCHEDULE OF EXCEPTIONS




<PAGE>

                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE



                                __________, 2002



Bear Stearns Commercial Mortgage Securities II Inc.
245 Park Avenue
New York, NY  10167

[                    ]
[                    ]
[                    ]

[                    ]
[                    ]
[                    ]

[                    ]
[                    ]
[                    ]

[                    ]
[                    ]
[                    ]

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing
            Agreement") relating to Bear Stearns Commercial Mortgage
            Securities II Inc., Commercial Mortgage
            Pass-Through Certificates, Series 200_-_____

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
required to be included in the Mortgage File pursuant to clauses (i), (ii),
(iv), (v), (vi) and (viii) of the definition of "Mortgage File," and any
documents required to be included in the Mortgage File pursuant to all other
clauses of the definition of "Mortgage File," to the extent known by a
Responsible Officer of the Trustee to be required pursuant to the Pooling and
Servicing Agreement, are in its possession, (b) such documents have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or
otherwise physically altered, and such documents relate to such Mortgage Loan,
(c) based on its examination and only as to the Mortgage Note and the Mortgage,
the street address of the Mortgaged Property and the name of the Mortgagor set
forth in the Mortgage Loan Schedule

<PAGE>

accurately reflects the information contained in the documents in the Mortgage
File, and (d) each Mortgage Note has been endorsed. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File or any of
the Trustee Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan.

            The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular
Interests.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.



                                    [                           ], as Trustee



                                    By: ______________________________________
                                       Name:
                                       Title:



<PAGE>

                             SCHEDULE OF EXCEPTIONS








<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE


To:   [                                     ]
      [                                     ]
      [                                     ]

      Attn:  Asset-Backed Securities Trust Services Group
             Bear Stearns Commercial Mortgage Securities II Inc.
             Commercial Mortgage Pass-Through Certificates,
             Series 200_-_____

      Re:    Bear Stearns Commercial Mortgage Securities II Inc. Commercial
             Mortgage Pass-Through Certificates, Series 200_-_____


                                 DATE:__________


            In connection with the administration of the Mortgage Loans held by
you as Trustee under the Pooling and Servicing Agreement dated as of [___] by
and among Bear Stearns Commercial Mortgage Securities II Inc., as Depositor,
[___], as Master Servicer, [___], as Special Servicer, [___], as Trustee, [___],
as Paying Agent and Certificate Registrar and [___], as Fiscal Agent (the
"Pooling and Servicing Agreement"), the undersigned hereby requests a release of
the Trustee Mortgage File held by you as Trustee with respect to the following
described Mortgage Loan for the reason indicated below.

            Mortgagor's Name:

            Address:

            Loan No.:

            Reason for requesting file:

_____       1.    Mortgage Loan paid in full.
                  (The [Master] [Special] Servicer hereby certifies that all
                  amounts received in connection with the Mortgage Loan have
                  been or will be, following the [Master] [Special] Servicer's
                  release of the Trustee Mortgage File, credited to the
                  Certificate Account or the Distribution Account pursuant to
                  the Pooling and Servicing Agreement.)

_____       2.    Mortgage Loan repurchased.
                  (The [Master] [Special] Servicer hereby certifies that the
                  Purchase Price has been credited to the Distribution Account
                  pursuant to the Pooling and Servicing Agreement.)
<PAGE>

_____       3.    Mortgage Loan Defeased.

            4.    Mortgage Loan substituted.
                  (The [Master] [Special] Servicer hereby certifies that a
                  Qualifying Substitute Mortgage Loan has been assigned and
                  delivered to you along with the related Trustee Mortgage File
                  pursuant to the Pooling and Servicing Agreement.)

_____       5.    The Mortgage Loan is being foreclosed.

_____       6.    Other.  (Describe)

            The undersigned acknowledges that the above Trustee Mortgage File
will be held by the undersigned in accordance with the provisions of the Pooling
and Servicing Agreement and will be returned to you, except if the Mortgage Loan
has been paid in full, repurchased or substituted for by a Qualifying Substitute
Mortgage Loan (in which case the Trustee Mortgage File will be retained by us
permanently), when no longer required by us for such purpose).

            Capitalized terms used herein shall have the meanings ascribed to
them in the Pooling and Servicing Agreement.


                                    [Name of [Master] [Special] Servicer]




                                    By: ______________________________________
                                       Name:
                                       Title:



<PAGE>

                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES




                                     [Date]


[                                     ],
  as Certificate Registrar
[                                ]
[                                ]
[                                ]

Attention:  Corporate Trust Services
            (CMBS) MAC #[                ]

      Re:   Bear Stearns Commercial Mortgage Securities II Inc., Commercial
            Mortgage Pass-Through Certificates, Series 200_-_____, Class __
            (the "Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ___ Certificates [having an initial Certificate Balance or Notional Amount
as of [___] (the "Closing Date") of $__________] [evidencing a ____% Percentage
Interest in the related Class] (the "Transferred Certificates"). The Transferred
Certificates were issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of [___], among Bear Stearns
Commercial Mortgage Securities II Inc., as depositor (the "Depositor"), [___],
as master servicer, [___], as special servicer, [___], as trustee, [___], as
paying agent and certificate registrar and [___], as fiscal agent. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, 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 any 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 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

<PAGE>

      solicitation by means of general advertising or in any other manner, or
      (e) taken any other action, which (in the case of any of the acts
      described in clauses (a) through (e) hereof) would constitute a
      distribution of any Transferred Certificate under the Securities Act of
      1933, as amended (the "Securities Act"), or would render the disposition
      of any Transferred Certificate a violation of Section 5 of the Securities
      Act or any state securities laws, or would require registration or
      qualification of any Transferred Certificate pursuant to the Securities
      Act or any state securities laws.

                                    Very truly yours,



                                    -------------------------------------------
                                    (Transferor)


                                    By: ______________________________________
                                    Name: ____________________________________
                                    Title: ___________________________________




<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                     [DATE]


[                                     ],
  as Certificate Registrar
[                                ]
[                                ]
[                                ]

Attention:  Corporate Trust Services
            (CMBS) MAC #[          ]

      Re:   Bear Stearns Commercial Mortgage Securities II Inc., 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 ______ Certificates [having an initial Certificate Principal Balance or
Notional Amount as of [___] (the "Closing Date") of [$__________] [evidencing a
____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of [___] (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc., as depositor (the "Depositor"), [___], as master servicer,
[____], as special servicer, [___], as trustee, [___], as paying agent and
certificate registrar and [___], as fiscal agent. 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 you, as Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act") and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      of the Transferred Certificates is being made in reliance on Rule 144A.
      The Transferee is acquiring the Transferred Certificates for its own
      account or for the account of a Qualified Institutional Buyer, and
      understands that such Transferred Certificates may be resold, pledged or
      transferred only (i) to a person reasonably believed to be a Qualified
      Institutional Buyer that purchases for its own account or for the account
      of a Qualified Institutional Buyer to whom notice is given that the
      resale, pledge or


<PAGE>

      transfer is being made in reliance on Rule 144A, or (ii) 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, (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: ___________________________________



<PAGE>

                            ANNEX 1 TO EXHIBIT D-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 commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (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 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) 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, as amended.

            ___   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 Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual 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 Certificate


<PAGE>

                  in the case of a U.S. savings and loan association, and not
                  more than 18 months preceding such date of sale for a foreign
                  savings and loan association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   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. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee 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. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee did not include any of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee, unless the Transferee
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost


<PAGE>

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 the Transferee, but only if
such subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee's
direction. However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
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
Certificate 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 Certificate
      Yes   No    only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificate 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.


                                    ------------------------------------------
                                    Print Name of Transferee

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________
                                    Date:_____________________________________



<PAGE>

                             ANNEX 2 TO EXHIBIT D-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 certificate being
transferred (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") 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).
<PAGE>

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the parties to which this certification is being made 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.

                                    __________________________________________
                                    Print Name of Transferee or Adviser

                                    By:_______________________________________
                                      Name:
                                     Title:

                                    IF AN ADVISER:
                                    __________________________________________
                                    Print Name of Transferee

                                    Date:_____________________________________



<PAGE>

                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                     [Date]


[                                 ],
  as Certificate Registrar
[                          ]
[                          ]
[                          ]

Attention:  Corporate Trust Services
            (CMBS) MAC #[               ]

      Re:   Bear Stearns Commercial Mortgage Securities II Inc., 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 ___ Certificates [having an initial Certificate
Principal Balance as of [___] (the "Closing Date") of $__________][evidencing a
____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of [___] (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities II Inc., as depositor (the "Depositor"), [___], as master servicer,
[___], as special servicer, [___], as trustee, [___], as paying agent and
certificate registrar and [___], as fiscal agent. 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 you, as Certificate Registrar, 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 Class of Certificates to
which the Transferred Certificates belong has 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) no
Transferred Certificate may be resold or transferred unless it is (i) registered
pursuant to the Securities Act and registered or qualified pursuant any
applicable state securities laws or (ii) sold or transferred in transactions
<PAGE>

which are exempt from such registration and qualification and the Certificate
Registrar has received either: (A) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
D-1 to the Pooling and Servicing Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached
either as Exhibit D-2A or as Exhibit D-2B to the Pooling and Servicing
Agreement; or (C) an opinion of counsel satisfactory to the Certificate
Registrar with respect to 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 except in compliance with the provisions of
Section 3.3 of the Pooling and Servicing Agreement, which provisions it has
carefully reviewed.

            4. Transferee understands 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, 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 3.3 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
            RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT
            INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
            REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO
            IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF,
            AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
            EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE
            REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED IN
            SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
            HEREIN.

            5. 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

<PAGE>

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 Certificate or any other similar security with any person in
any manner, (d) made any general solicitation by means of general advertising or
in any other manner, or (e) taken any other action 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.

            6. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificate 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.

            7. 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 Certificate; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.

                                    Very truly yours,



                                    __________________________________________
                                    (Transferee)

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________



<PAGE>

                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]


[TRANSFEROR]

      Re:   Bear Stearns Commercial Mortgage Securities II Inc., Commercial
            Mortgage Pass-Through Certificates, Series 200_-_____, Class __
            (the "Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of [___] (the "Closing Date") of
$__________. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of [___], among Bear
Stearns Commercial Mortgage Securities II Inc., as depositor (the "Depositor"),
[___], as master servicer, [___], as special servicer, [___], as trustee, [___],
as paying agent and certificate registrar and [___], as fiscal agent. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor, the Certificate Registrar
and the Trustee, that:

            1. The Transferee is acquiring the Transferred Certificate 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 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 Certificates and (c) no interest in the Certificates may be sold 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 Owner desiring to effect such transfer has
received either (A) a certification from such Certificate Owner's prospective
transferee (substantially in the form attached to the Pooling and Servicing
Agreement) setting forth the facts surrounding the transfer or (B) an opinion of
counsel with respect to the availability of such exemption, together with copies
of the certification(s) from the transferor and/or transferee setting forth the
facts surrounding the transfer upon which such opinion is based.
<PAGE>

            3. The Transferee understands that it may not sell or otherwise
transfer any portion of its interest in the Transferred Certificate except in
compliance with the provisions of Section 3.3 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
OF THIS CERTIFICATE OR ANY INTEREST THEREIN 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 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any 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 Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
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 Certificate, any interest in any Certificate or any similar
security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificate 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.
<PAGE>

            7. The Transferee is an institutional "accredited investor" as
defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Certificates; the
Transferee has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Transferee is able to
bear the economic risks of such an investment and can afford a complete loss of
such investment.

                                    Very truly yours,



                                    __________________________________________
                                    (Transferee)

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________



<PAGE>

                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

      Re:   Bear Stearns Commercial Mortgage Securities II Inc., Commercial
            Mortgage Pass-Through Certificates, Series 200_-_____, Class __
            (the "Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________ ________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of [___] (the "Closing Date") of
$__________. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of [___], among Bear
Stearns Commercial Mortgage Securities II Inc., as depositor (the "Depositor"),
[___], as master servicer, [___], as special servicer, [___], as trustee, [___],
as paying agent and certificate registrar and [___], as fiscal agent. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor, the Certificate Registrar
and the Trustee, that:

            1. 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 (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 Certificate for its own account or
for the account of a qualified institutional buyer, and understands that such
Certificate or any interest therein may be resold, pledged or transferred only
(i) to a person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the Securities Act.

            2. The Transferee understands that (a) the Class of Certificates to
which the Transferred Certificate belongs 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 Certificates
and (c) no interest in the Certificates may be sold 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

<PAGE>

and the Certificate Owner desiring to effect such transfer has received either
(A) a certification from such Certificate Owner's prospective transferee
(substantially in the form attached to the Pooling and Servicing Agreement)
setting forth the facts surrounding the transfer or (B) an opinion of counsel
with respect to the availability of such exemption, together with copies of the
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 portion of its interest in the Transferred Certificate except in
compliance with the provisions of Section 3.3 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
OF THIS CERTIFICATE OR ANY INTEREST THEREIN 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 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.



<PAGE>

            5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificate 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.

                                    Very truly yours,



                                    __________________________________________
                                    (Transferee)

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________



<PAGE>



                             ANNEX 1 TO EXHIBIT D-3B

            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 commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (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 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) 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, as amended.

            ___    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 Certificate in the case of
                   a U.S. bank, and not more than 18 months preceding such date
                   of sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a

<PAGE>

                   date not more than 16 months preceding the date of sale of
                   the Certificate in the case of a U.S. savings and loan
                   association, and not more than 18 months preceding such date
                   of sale for a foreign savings and loan association or
                   equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   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. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee 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. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee did not include any of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee, unless the Transferee
reports its securities holdings in its financial

<PAGE>

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 the
Transferee, but only if such subsidiaries are consolidated with the Transferee
in its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Transferee's direction. However, such securities were not included if
the Transferee is a majority-owned, consolidated subsidiary of another
enterprise and the Transferee 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
Certificate 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 Certificate
      Yes   No    only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificate 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.


                                    __________________________________________
                                    Print Name of Transferee

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________
                                    Date:_____________________________________



<PAGE>

                             ANNEX 2 TO EXHIBIT D-3B

            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 the Depositor, the Certificate
Registrar and the Trustee, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (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).
<PAGE>

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the parties to which this certification is being made 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 Certificate
      Yes  No    only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificate will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


                                    __________________________________________
                                    Print Name of Transferee or Adviser

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________

                                    IF AN ADVISER:


                                    Print Name of Transferee

                                    Date:_____________________________________



<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES

STATE OF                         )
                                 ) ss:
COUNTY OF                        )

            ____________________, being first duly sworn, deposes and says
that:

            1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Bear Stearns Commercial Mortgage
Securities II Inc., Commercial Mortgage Pass-Through Certificates, Series
200_-_____, Class [R-I] [R-II] [R-III], evidencing a ____% Percentage Interest
in such Class (the "Residual Certificates")), a ________________ duly organized
and validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement as amended and restated pursuant to which the Residual
Certificates were issued (the "Pooling and Servicing Agreement").

            2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "disqualified organization" or a possession of the United States. (For
this purpose, a "disqualified organization" means the United States, any state
or political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality, all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income.

            3. The Transferee (i) is, and as of the date of transfer will be, a
"Qualified Institutional Buyer" and will endeavor to remain a "Qualified
Institutional Buyer" for so long as it holds the Residual Certificates, and (ii)
is acquiring the Residual Certificates for its own account or for the account of
another prospective transferee from which it has received an affidavit in
substantially the same form as this affidavit. A "Qualified Institutional Buyer"
is a qualified institutional buyer qualifying pursuant to Rule 144A under the
Securities Act of 1933, as amended.

            4. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such
tax would be on the transferor or, if such

<PAGE>

transfer is through an agent (which Person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such Person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer, such Person does not have
actual knowledge that the affidavit is false; and (iv) that the Residual
Certificates may be a "noneconomic residual interest" within the meaning of
Treasury regulation Section 1.860E-1(c) and that the transferor of a
"noneconomic residual interest" will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer is to enable the transferor to impede the assessment or
collection of tax.

            5. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

            6. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

            7. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

            8. The Transferee's taxpayer identification number is _____________.

            9. The Transferee has reviewed the provisions of Section 3.3(e) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Certificates (in particular, clause (ii)(F) of Section
3.3(e) which authorizes the Paying Agent or the Trustee to deliver payments on
the Residual Certificate to a Person other than the Transferee and clause
(ii)(G) of Section 3.3(e) which authorizes the Trustee to negotiate a mandatory
sale of the Residual Certificates, in either case, in the event that the
Transferee holds such Residual Certificates in violation of Section 3.3(e)); and
the Transferee expressly agrees to be bound by and to comply with such
provisions.

            10. No purpose of the Transferee relating to its purchase or any
sale of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            11. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.
<PAGE>

            12. The Transferee will, in connection with any transfer that it
makes of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit E-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.

            13. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income 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.

            14. The Transferee has computed any consideration paid to it to
acquire the Class R Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate equal to the applicable Federal rate prescribed by Section 1274(d)
of the Code, compounded semi-annually.

            The Transferee has computed any consideration paid to it to acquire
the Class R Certificate in accordance with proposed U.S. Treasury Regulations
Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have been
finalized, the final regulations) by computing present values using a discount
rate at least equal to the rate at which the Transferee regularly borrows, in
the ordinary course of its trade or business, substantial funds from unrelated
parties. The Transferee has provided all information necessary to demonstrate to
the transferor that it regularly borrows at such rate.

            The transfer of the Class R Certificate complies with Section 6 of
Revenue Procedure 2002-12 (the "Revenue Procedure"), 2002-3 I.R.B. 335 (January
16, 2002) (or comparable provisions of applicable final U.S. Treasury
Regulations) and, accordingly,

            (i) the Transferee is an "eligible corporation," as defined in
Section 860L(a)(2) of the Code, as to which income from the Class R Certificate
will only be taxed in the United States;

            (ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any obligation of a
person related to the Investor within the meaning of Section 860L(g) of the Code
and excluding any other asset if a principal purpose for holding or acquiring
that asset is to permit the Transferee to satisfy this Section 13(ii)) in excess
of $100 million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Class R Certificate only to
another "eligible corporation," as defined in Section 860(a)(2) of the Code, in
a transaction that satisfies the requirements of Section 4 of the Revenue
Procedure and the transfer is not to a foreign branch of

<PAGE>

such eligible corporation or any other arrangement by which the Class R
Certificate will be at any time subject to net tax by a foreign country or
possession of the United States; and

            (iv) the Transferee determined the consideration paid to it to
acquire the Class R Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and
loss assumptions, expense and reinvestment assumptions, tax rates and other
factors specific to the Transferee) that it has determined in good faith.



<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this instrument to
be executed on its behalf, pursuant to the authority of its Board of
Directors, by its ____________________ and its corporate seal to be hereunto
attached this day of ___________, ____.


                                    [NAME OF TRANSFEREE]



                                    By:______________________________
                                       [Name of Officer]
                                       [Title of Officer]



<PAGE>

                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                                         _______________, 20__

[                                ],
  as Certificate Registrar
[                       ]
[                       ]
[                       ]

Attention:  Corporate Trust Services
            (CMBS) MAC #[                    ]

      Re:   Bear Stearns Commercial Mortgage Securities II Inc., Commercial
            Mortgage Pass-Through Certificates, Series 200_-_____ (the
            "Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of [___] (the "Pooling and Servicing
Agreement"), among Bear Stearns Commercial Mortgage Securities II Inc., as
Depositor, [___], as Master Servicer, [___], as special servicer, [___], as
trustee, [___], as paying agent and certificate registrar and [ ], as fiscal
agent. 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 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. The Transferor does not know or believe that any
representation contained therein is false.

            3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee 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

<PAGE>

the future. The Transferor understands that the transfer of the Residual
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.

            4. The Transferor does not know and has no reason to know that the
Transferee will not honor the restrictions on subsequent transfers by the
Transferee under the Transfer Affidavit and Agreement, delivered in connection
with this transfer.

                                    Very truly yours,



                                    ___________________________________
                                    (Transferor)
                                    By:________________________________
                                    Name:______________________________
                                    Title:_______________________________




<PAGE>

                                    EXHIBIT F

                        FORM OF REGULATION S CERTIFICATE


               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                  SERIES 200_-_____, CLASS ___ (THE "CERTIFICATES")


TO:         [                           ], [                  ]
            [                           ]
                  or
            [                    ]

            This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Certificates held by you or on your behalf for
our account are beneficially owned by (a) non -U.S person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Certificates held by you or on your behalf for our account in accordance with
your operating procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

            This certification excepts and does not relate to $__________ of
such beneficial interest in the above Certificates in respect of which we are
not able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.

            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.

Dated:  __________, 200_

                                          By: ________________________________
                                          As, or as agent for, the beneficial
                                          owner(s) of the Certificates to
                                          which this certificate relates.



<PAGE>


                                   EXHIBIT G-1

                       FORM OF PRIMARY SERVICING AGREEMENT



                            [Available Upon Request]



<PAGE>

                                   EXHIBIT G-2

                       FORM OF PRIMARY SERVICING AGREEMENT

                            [Available Upon Request]


<PAGE>
                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION


                               __________ __, 200_


TO:   [                               ]

      [                        ] or
      [                                         ]
            [                             ]

      [                                               ], as Master
Servicer

      [                                               ],
         as Certificate Registrar

      [                                       ],
         as Trustee


            This is to notify you as to the transfer of the beneficial interest
in $_______________ of Bear Stearns Commercial Mortgage Securities II Inc.
Commercial Mortgage Pass-Through Certificates, Series 200_-_____, Class __(the
"Certificates").

            The undersigned is the owner of a beneficial interest in the Class
__ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and
requests that on [INSERT DATE], (i) [Euroclear] [CEDEL] [DTC] debit account
#__________, with respect to $__________ principal denomination of the Class __
[Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and (ii)
[DTC] [Euroclear] [CEDEL] credit the beneficial interest of the below-named
purchaser, account #__________, in the Class __ [Rule 144A-IAI Global
Certificate] [Regulation S Global Certificate] in the same principal
denomination as follows:

            Name:
            Address:
            Taxpayer I D. No.:

            The undersigned hereby represents that this transfer is being made
in accordance with an exemption from the provisions of Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the
Securities Act provided by Rule 144A and, if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary or
agent, each such account is a qualified institutional buyer or an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the

<PAGE>

1933 Act][an institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act and in accordance
with any applicable securities laws of any state of the United States and, if
the purchaser has purchased the Certificates for one or more accounts for which
it is acting as fiduciary or agent, each such account is a qualified
institutional buyer or an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act] and that the
purchaser is acquiring beneficial interests in the applicable Certificate1 for
its own account or for one or more institutional accounts for which it is acting
as fiduciary or agent in a minimum amount equivalent to not less than
U.S.[$25,000] [$100,000] and integral multiples of U.S. $1 in excess thereof for
each such account.

                                    Very truly yours,

                                    [NAME OF HOLDER OF CERTIFICATE]


                                    By: ______________________________________
                                        [Name], [Chief Financial
                                        or other Executive Officer]


_________________________

1  [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE FOREGOING
   REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE REGISTRAR UPON ANY
   TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL
   FORM.]


<PAGE>

                                    EXHIBIT I

                     FORM OF EUROCLEAR OR CEDEL CERTIFICATE


               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                SERIES 200_-_____, CLASS ___ (THE "CERTIFICATES")



TO:   [                         ], as Certificate
      Registrar
      Attn:  Corporate Trust Services (CMBS) MAC #[                 ]

      [                                                              ], as
      Trustee
      Attn: Asset Backed Securities Trust Services Group
           Bear Stearns Commercial Mortgage Securities II Inc.
           Commercial Mortgage Pass-Through Certificates,
           Series 200_-_____


            This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount of the Certificates set forth below (our "Member
Organizations") substantially to the effect set forth in the Pooling and
Servicing Agreement dated as of [ ] (the "Pooling and Servicing Agreement")
among both of you, Bear Stearns Commercial Mortgage Securities II Inc., [ ], [
], and [ ], U.S. $__________ principal amount of the above-captioned
Certificates held by us or on our behalf are beneficially owned by (a) non-U.S.
person(s) or (b) U.S. person(s) who purchased the Certificates in transactions
that did not require registration under the United States Securities Act of
1933, as amended (the "Securities Act"). As used in this paragraph, the term
"U.S. person" has the meaning given to it by Regulation S under the Securities
Act.

            We further certify that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.

            [On Release Date: We hereby acknowledge that no portion of the Class
__ Regulation S Temporary Global Certificate shall be exchanged for an interest
in the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

            [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)
any payments received by us on the Class __ Regulation S Temporary Global
Certificate (as defined in the Pooling and Servicing Agreement) with respect to
the portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

<PAGE>

            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.

Dated:


                                    [                                    ,
                                    as operator of
                                    the                                    ]

                                          or


                                    [                                    ]



                                    By: ______________________________________



<PAGE>


                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID

                           [Available From Depositor]






<PAGE>


                                   EXHIBIT K-1

                                   [Reserved]




<PAGE>


                                   EXHIBIT K-2

                          FORM OF PURCHASE AGREEMENT II

                              [Under Separate Tab]




<PAGE>

                                   EXHIBIT K-3

                         FORM OF PURCHASE AGREEMENT III

                              [Under Separate Tab]



<PAGE>


                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV

                              [UNDER SEPARATE TAB]

<PAGE>


                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V

                              [UNDER SEPARATE TAB]





<PAGE>

                                    EXHIBIT L

                            FORM OF INSPECTION REPORT

                        [Available from Master Servicer]




<PAGE>


                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDER REPORT

                    SUBSTANTIALLY SIMILAR TO THE INFORMATION

                      REPEATED IN THE FORM OF STATEMENT TO

                            CERTIFICATEHOLDERS IN THE

                              PROSPECTUS SUPPLEMENT



<PAGE>

                                    EXHIBIT N

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

                  [Available At Website version dated __/__/__]




<PAGE>


                                    EXHIBIT O

                                    RESERVED




<PAGE>


                                    EXHIBIT P

                                    Reserved






<PAGE>


                                    EXHIBIT Q


                                    RESERVED


<PAGE>


                                    EXHIBIT R

                                    Reserved




<PAGE>


                                  EXHIBIT S-1

                  FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

RECORDING REQUESTED BY:
[                      ]

AND WHEN RECORDED MAIL TO:

[                      ]
[                      ]
[                      ]
Attention: Commercial Mortgage Pass-
   Through Certificates Series 200_-_____

                   Space above this line for Recorder's use
------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


            KNOW ALL MEN BY THESE PRESENTS, that [                           ],
as trustee for Bear Stearns Commercial Mortgage Securities II Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200_-_____ ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of [       ]
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint [      ], as Master Servicer under the Pooling and Servicing Agreement
("          "), as its true and lawful attorney-in-fact for it and in its name,
place, stead and for its use and benefit:

            To perform any and all acts which may be necessary or appropriate to
enable [___] to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by [___] of
its duties as Master Servicer under the Pooling and Servicing Agreement, giving
and granting unto [___] full power and authority to do and perform any and every
act necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that [___] shall lawfully do or cause to
be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of , 2002.



                                    [                                     ],
                                    as trustee for Bear Stearns Commercial
                                    Mortgage Securities II Inc., Commercial
                                    Mortgage Pass-Through Certificates,
                                    Series 200_-_____


                                    By: ______________________________________
                                    Name:_____________________________________
                                    Title: ___________________________________



<PAGE>


                          ALL-PURPOSE ACKNOWLEDGEMENT



                                       )
                                       )
                                       )


            On  __________________ before me, ___________________________
                      Date                    Name and Title of Officer (i.e.,
                                              Your Name, Notary Public)


  personally appeared __________________________________________________
                               Name(s) of Document Signer(s)

________________________________________________________________________________
  personally known to me (or proved to me on the basis of satisfactory evidence)
  to be the person(s) whose name(s) is/are subscribed to the within instrument
  and acknowledged to me that he/she/they executed the same in his/her/their
  authorized capacity(ies), and that by his/her/their signature(s) on the
  instrument the person(s), or the entity upon behalf of which the person(s)
  acted, executed the instrument.

      WITNESS my hand and official seal.



      _________________________________
            Signature of Notary





                                      (Affix seal in the above blank space)



<PAGE>


                                   EXHIBIT S-2

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:
[                            ]

AND WHEN RECORDED MAIL TO:

[                            ]
[                            ]
[                            ]

Attention: Commercial Mortgage Pass-
   Through Certificates Series 200_-_____

                   Space above this line for Recorder's use
------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


            KNOW ALL MEN BY THESE PRESENTS, that
[___], as trustee for Bear Stearns Commercial Mortgage Securities II Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200_-_____ ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of [___] (the
"Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint
[___], as Special Servicer under the Pooling and Servicing Agreement
("_______"), as its true and lawful attorney-in-fact for it and in its name,
place, stead and for its use and benefit:

            To perform any and all acts which may be necessary or appropriate to
enable [___] to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by [___] of
its duties as Special Servicer under the Pooling and Servicing Agreement, giving
and granting unto [___] full power and authority to do and perform any and every
act necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that [___] shall lawfully do or cause to
be done by virtue hereof.



                                     S-2-1

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power
of attorney to be executed as of this ___ day of __________, 2002.


                                    [               ], as trustee for Bear
                                    Stearns Commercial Mortgage Securities II
                                    Inc., Commercial Mortgage Pass-Through
                                    Certificates, Series 200_-_____



                                    By: ______________________________________
                                    Name:_____________________________________
                                    Title: ___________________________________













                                     S-2-2
<PAGE>



                           ALL-PURPOSE ACKNOWLEDGEMENT



                                       )
                                       )
                                       )


            On  __________________ before me, ___________________________
                       Date                   Name and Title of Officer (i.e.,
                                              Your Name, Notary Public)


  personally appeared __________________________________________________
                               Name(s) of Document Signer(s)

_______________________________________________________________________________
  personally known to me (or proved to me on the basis of satisfactory evidence)
  to be the person(s) whose name(s) is/are subscribed to the within instrument
  and acknowledged to me that he/she/they executed the same in his/her/their
  authorized capacity(ies), and that by his/her/their signature(s) on the
  instrument the person(s), or the entity upon behalf of which the person(s)
  acted, executed the instrument.

      WITNESS my hand and official seal.



      ______________________________
            Signature of Notary





                                      (Affix seal in the above blank space)





                                     S-2-3
<PAGE>


                                    EXHIBIT T

                 FORM OF DEBT SERVICE COVERAGE RATIO PROCEDURES

      "Debt Service Coverage Ratios" generally means the ratio of "Underwritable
Cash Flow" estimated to be produced by the related Mortgaged Property to the
annualized amount of debt service payable under that Mortgage Loan.
"Underwritable Cash Flow" in each case is an estimate of stabilized cash flow
available for debt service. In general, it is the estimated stabilized revenue
derived from the use and operation of a Mortgaged Property (consisting primarily
of rental income) less the sum of (a) estimated stabilized operating expenses
(such as utilities, administrative expenses, repairs and maintenance, management
fees and advertising), (b) fixed expenses (such as insurance, real estate taxes
and, if applicable, ground lease payments) and (c) capital expenditures and
reserves for capital expenditures, including tenant improvement costs and
leasing commissions. Underwritable Cash Flow generally does not reflect interest
expenses and non-cash items such as depreciation and amortization. In
determining Underwritable Cash Flow for a Mortgaged Property, the Master
Servicer may rely on rent rolls and other generally unaudited financial
information provided by the respective borrowers and may estimate cash flow
taking into account historical financial statements, material changes in the
operating position of the Mortgaged Property, and estimated capital
expenditures, leasing commissions and tenant improvement reserves. The Master
Servicer may make certain changes to operating statements and operating
information obtained from the respective borrowers.



<PAGE>


                                    EXHIBIT U

       [Form of Assignment and Assumption Submission to Special Servicer]

                         See Primary Servicing Agreement



<PAGE>

                                    EXHIBIT V

     [Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing
                   Submission Package to the Special Services]

                         See Primary Servicing Agreement



<PAGE>

                                    EXHIBIT W

                           RESTRICTED SERVICER REPORTS

              [Available at [    ] Website version [    ] dated __/__/__]





<PAGE>

                                    EXHIBIT X

                          UNRESTRICTED SERVICER REPORTS

              [Available at [    ] Website version [    ] dated __/__/__]





<PAGE>

                                    EXHIBIT Y

                             [Investor Certificate]

                             INVESTOR CERTIFICATION
                                                                           Date:
[                                      ]
[                                      ]
[                                      ]
Tel: [                       ]
Fax: [                       ]
Attention:  Bear Stearns Commercial Mortgage Securities II Inc., Commercial
            Mortgage Pass-Through Certificates, Series 200_-_____
      In accordance with the Pooling and Servicing Agreement, dated as of [___]
      (the "Agreement"), by and among Bear Stearns Commercial Mortgage
      Securities II Inc., as Depositor, [___], as Master Servicer, [___] as
      Special Servicer, [___], as Fiscal Agent, [___], as Trustee, and [___] as
      Paying Agent and Certificate Registrar (the "Paying Agent"), with respect
      to the above referenced certificates (the "Certificates"), the undersigned
      hereby certifies and agrees as follows:

1. The undersigned is a beneficial owner or prospective purchaser of the Class
   __ Certificates.
2. The undersigned is requesting access to the Paying Agent's internet website
   containing certain information (the "Information") and/or is requesting the
   information identified on the schedule attached hereto (also, the
   "Information") pursuant to the provisions of the Agreement.
3. In consideration of the Paying Agent's disclosure to the undersigned of the
   Information, or access thereto, the undersigned will keep the Information
   confidential (except from such outside persons as are assisting it in making
   an evaluation in connection with purchasing the related Certificates, from
   its accountants and attorneys, and otherwise from such governmental or
   banking authorities or agencies to which the undersigned is subject), and
   such Information will not, without the prior written consent of the Paying
   Agent, be otherwise disclosed by the undersigned or by its officers,
   directors, partners, employees, agents or representatives (collectively, the
   "Representatives") in any manner whatsoever, in whole or in part.

4. The undersigned will not use or disclose the Information in any manner which
   could result in a violation of any provision of the Securities Act of 1933,
   as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
   amended, or would require registration of any Certificate pursuant to Section
   5 of the Securities Act.
5. The undersigned shall be fully liable for any breach of this agreement by
   itself or any of its Representatives and shall indemnify the Depositor, the
   Paying Agent and the Trust Fund for any loss, liability or expense incurred
   thereby with respect to any such breach by the undersigned or any of its
   Representatives.
6. Capitalized terms used but not defined herein shall have the respective
   meanings assigned thereto in the Agreement.

<PAGE>

       IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                    _________________________________________
                                    Beneficial Owner or Prospective Purchaser

                                    By:_____________________________________

                                    Title:__________________________________

                                    Company:________________________________

                                    Phone:__________________________________





<PAGE>

                                    EXHIBIT Z

                        Form of Notice and Certification



<PAGE>

                                     FORM OF

                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

   For loans having balance of (a) $20,000,000 or less, or (b) less than 5% of
                   outstanding pool balance, whichever is less



      To:   [Address]
      Attn:

From: _____________________________________, in its capacity
      as Servicer (the "Servicer") under the Pooling and Servicing Agreement
      dated as of __________________ (the "Pooling and Servicing Agreement"),
      among the Servicer, __________________as Trustee, and others.

Date: _________, 20___

Re:   _______________________________________.
      Commercial Mortgage Pass-Through Certificates
      Series ___________

      Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the
Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
heretofore______secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule by the following names:____________________


      Reference is made to the Pooling and Servicing Agreement described
above.  Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.  [Note:  all
terms in this Certification must be conformed to terms used in the Pooling
and Servicing Agreement]

      As 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 Principal Balance of
                              the Mortgage Loan; or

                        ____  a partial defeasance of the payments scheduled to
                              be due in respect of a portion of the Principal
                              Balance of the
<PAGE>

                              Mortgage Loan that represents ___% of the entire
                              Principal Balance of the Mortgage Loan and, under
                              the Mortgage, has an allocated loan amount of
                              $____________ or _______% of the entire Principal
                              Balance;

            2.    CERTIFY THAT EACH OF THE FOLLOWING IS TRUE, SUBJECT TO THOSE
                  EXCEPTIONS SET FORTH WITH EXPLANATORY NOTES ON EXHIBIT A
                  HERETO, WHICH EXCEPTIONS THE SERVICER HAS DETERMINED,
                  CONSISTENT WITH THE SERVICING STANDARD, WILL HAVE NO MATERIAL
                  ADVERSE EFFECT ON THE MORTGAGE LOAN OR THE DEFEASANCE
                  TRANSACTION:

                  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, THE PRINCIPAL DUE AT MATURITY 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

<PAGE>

                  D.    THE SERVICER RECEIVED AN OPINION OF COUNSEL (FROM
                        COUNSEL APPROVED BY SERVICER IN ACCORDANCE WITH THE
                        SERVICING STANDARD) THAT THE DEFEASANCE WILL NOT RESULT
                        IN AN ADVERSE REMIC EVENT.

                  E.    THE 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 [ ] Structured Finance Ratings Real
                              Estate Finance Criteria, as amended to the date of
                              the defeasance (the "[ ] Criteria")) as of the
                              date of the defeasance, and after the defeasance
                              owns no assets other than the defeasance
                              collateral and real property securing Mortgage
                              Loans included in the pool.

                        ____  the related Mortgagor designated a
                              Single-Purpose Entity (as defined in the
                              [        ] Criteria) to own the defeasance
                                 collateral; or

                        ____  the Servicer designated a Single-Purpose Entity
                              (as defined in the [     ] Criteria)
                              established for the benefit of the Trust to own
                              the defeasance collateral.


<PAGE>

                  F.    THE 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 [ ]
                        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, TRUSTEE IS OBLIGATED TO MAKE
                        THE SCHEDULED PAYMENTS ON THE MORTGAGE LOAN FROM THE
                        PROCEEDS OF THE DEFEASANCE COLLATERAL DIRECTLY TO THE
                        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").
<PAGE>

                  H.    THE SERVICER RECEIVED FROM THE MORTGAGOR WRITTEN
                        CONFIRMATION FROM A FIRM OF INDEPENDENT CERTIFIED PUBLIC
                        ACCOUNTANTS, WHO WERE APPROVED BY 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 REVENUES) WILL BE
                        SUFFICIENT TO TIMELY PAY EACH OF THE SCHEDULED PAYMENTS
                        AFTER THE DEFEASANCE INCLUDING THE PAYMENT IN FULL OF
                        THE MORTGAGE LOAN (OR THE ALLOCATED PORTION THEREOF IN
                        CONNECTION WITH A PARTIAL DEFEASANCE) ON ITS MATURITY
                        DATE (OR, IN THE CASE OF AN ARD LOAN, ON ITS ANTICIPATED
                        REPAYMENT DATE), (II) THE REVENUES RECEIVED IN ANY MONTH
                        FROM THE DEFEASANCE COLLATERAL WILL BE APPLIED TO MAKE
                        SCHEDULED PAYMENTS WITHIN FOUR (4) MONTHS AFTER THE DATE
                        OF RECEIPT, AND (III) INTEREST INCOME FROM THE
                        DEFEASANCE COLLATERAL TO THE DEFEASANCE OBLIGOR IN ANY
                        CALENDAR OR FISCAL YEAR WILL NOT EXCEED SUCH DEFEASANCE
                        OBLIGOR'S INTEREST EXPENSE FOR THE MORTGAGE LOAN (OR THE
                        ALLOCATED PORTION THEREOF IN A PARTIAL DEFEASANCE) FOR
                        SUCH YEAR.

                  I.    THE SERVICER RECEIVED OPINIONS FROM COUNSEL, WHO WERE
                        APPROVED BY 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.


<PAGE>

                  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 PRINCIPAL BALANCE OF THE MORTGAGE LOAN AS OF
                        THE DATE OF DEFEASANCE WAS $___________ [$5,000,000 OR
                        LESS OR LESS THAN ONE PERCENT OF POOL BALANCE, WHICHEVER
                        IS LESS] WHICH IS LESS THAN 1% OF THE AGGREGATE
                        CERTIFICATE BALANCE OF THE CERTIFICATES AS OF THE DATE
                        OF THE MOST RECENT PAYING AGENT'S MONTHLY
                        CERTIFICATEHOLDER REPORT RECEIVED BY US (THE "CURRENT
                        REPORT").

                  L.    THE DEFEASANCE DESCRIBED HEREIN, TOGETHER WITH ALL PRIOR
                        AND SIMULTANEOUS DEFEASANCES OF MORTGAGE LOANS, BRINGS
                        THE TOTAL OF ALL FULLY AND PARTIALLY DEFEASED MORTGAGE
                        LOANS TO $__________________, WHICH IS _____% OF THE
                        AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES AS OF
                        THE DATE OF THE CURRENT REPORT.

      3.    CERTIFY THAT, IN ADDITION TO THE FOREGOING, SERVICER HAS IMPOSED
            SUCH ADDITIONAL CONDITIONS TO THE DEFEASANCE, SUBJECT TO THE
            LIMITATIONS IMPOSED BY THE MORTGAGE LOAN DOCUMENTS, AS ARE
            CONSISTENT WITH THE SERVICING STANDARD.

      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 SERVICER AS PART
            OF THE SERVICER'S MORTGAGE FILE.
<PAGE>

      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.

      6.    CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND THE 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.

      IN WITNESS WHEREOF, the Servicer has caused this Notice and Certification
to be executed as of the date captioned above.

                                    SERVICER:_________________________________



                                          By:___________________________________
                                             Name:
                                             Title:




<PAGE>

                                   EXHIBIT AA

                       Form of Primary Servicing Agreement
                                   ([      ])


                            [Available Upon Request]

<PAGE>
                                   SCHEDULE I

                                   [Reserved]



<PAGE>

                                   SCHEDULE II

                                [     ] LOAN SCHEDULE





<PAGE>


                                  SCHEDULE III

                                [     ] LOAN SCHEDULE





<PAGE>

                                   SCHEDULE IV

                            [       ] FUNDING LOAN SCHEDULE





<PAGE>

                                   SCHEDULE V

                                [     ] LOAN SCHEDULE





<PAGE>
                                   SCHEDULE VI

                      LIST OF ESCROW ACCOUNTS NOT CURRENTLY
                                ELIGIBLE ACCOUNTS





<PAGE>


                                  SCHEDULE VII

                           CERTAIN ESCROW ACCOUNTS FOR
                       WHICH A REPORT UNDER SECTION 5.1(G)
                                   IS REQUIRED



<PAGE>


                                  SCHEDULE VIII

                     LIST OF MORTGAGORS THAT ARE THIRD PARTY
                       BENEFICIARIES UNDER SECTION 2.3(a)




<PAGE>


                                   SCHEDULE IX

            Rates Used in Determination of Class X Pass-Through Rate


<PAGE>


                                   SCHEDULE X

          Rates Used in Determination of [Class X] Pass-Through Rates
            ("[Class X-1] Strip Rate" and "[Class X-2] Strip Rate")


<PAGE>


                                  SCHEDULE XI

            Mortgage Loans Secured by Mortgaged Properties Covered by
                        an Environmental Insurance Policy


<PAGE>


                                  SCHEDULE XII

                      Mortgage Loans that are Earnout Loans