<PAGE>


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




                HELLER FINANCIAL COMMERCIAL MORTGAGE ASSET CORP.,

                                  AS DEPOSITOR,

                                       AND

                          MIDLAND LOAN SERVICES, INC.,

                               AS MASTER SERVICER,

                                       AND

                     ORIX REAL ESTATE CAPITAL MARKETS, LLC,

                              AS SPECIAL SERVICER,

                                       AND

                       LASALLE BANK NATIONAL ASSOCIATION,

                                   AS TRUSTEE,

                                       AND

                               ABN AMRO BANK N.V.,

                                 AS FISCAL AGENT

                         POOLING AND SERVICING AGREEMENT

                          DATED AS OF FEBRUARY 1, 2000

                       MORTGAGE PASS-THROUGH CERTIFICATES

                                SERIES 2000 PH-1

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

<PAGE>

<TABLE>
<CAPTION>

                                           TABLE OF CONTENTS
                                                                                     PAGE

<S>             <C>                                                                 <C>
ARTICLE I.      DEFINITIONS............................................................4
  Section 1.1   Definitions............................................................4
  Section 1.2   Certain Calculations in Respect of the Mortgage Pool..................50
  Section 1.3   Interpretation........................................................51

ARTICLE II.     DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES........................52
  Section 2.1   Conveyance of Mortgage Loans..........................................52
  Section 2.2   Acceptance by Trustee.................................................54
  Section 2.3   Sellers'Repurchase of Mortgage Loans for Document Defects and
                  Breaches of Representations and Warranties..........................56
  Section 2.4   Representations and Warranties........................................57
  Section 2.5   Conveyance of Interests...............................................58

ARTICLE III.    THE CERTIFICATES......................................................59
  Section 3.1   The Certificates......................................................59
  Section 3.2   Registration..........................................................60
  Section 3.3   Transfer and Exchange of Certificates.................................60
  Section 3.4   Mutilated, Destroyed, Lost or Stolen Certificates.....................67
  Section 3.5   Persons Deemed Owners.................................................68
  Section 3.6   Book-Entry Certificates...............................................68
  Section 3.7   Notices to Clearing Agency............................................69
  Section 3.8   Definitive Certificates...............................................69


ARTICLE IV.     ADVANCES..............................................................70
  Section 4.1   P&I Advances by Master Servicer.......................................70
  Section 4.2   Servicing Advances....................................................71
  Section 4.3   Advances by Trustee...................................................72
  Section 4.4   Evidence of Nonrecoverability.........................................73
  Section 4.5   Advance Interest......................................................73

ARTICLE V.      COLLECTION ACCOUNT; DISTRIBUTION ACCOUNT;
                  CERTAIN TRUSTEE REPORTS.............................................74
  Section 5.1   Collection Account....................................................74
  Section 5.2   Application of Funds in the Collection Account........................76
  Section 5.3   Distribution Account; Excess Interest Distribution Account;
                  Interest Reserve Account............................................79
  Section 5.4   Trustee Reports; Access to Information................................82
  Section 5.5   Trustee Tax Reports...................................................85

ARTICLE VI.     DISTRIBUTIONS.........................................................86
  Section 6.1   Distributions Generally...............................................86
  Section 6.2   REMIC I...............................................................87
  Section 6.3   REMIC II..............................................................88
  Section 6.4   REMIC III.............................................................92
  Section 6.5   Allocation of Realized Losses and Expense Losses......................98
  Section 6.6   Appraisal Reductions..................................................99

                                       i
<PAGE>

  Section 6.7   Compliance with Withholding Requirements..............................99

ARTICLE VII.    CONCERNING THE TRUSTEE and the fiscal agent..........................100
  Section 7.1   Duties of Trustee and the Fiscal Agent...............................100
  Section 7.2   Certain Matters Affecting the Trustee and the Fiscal Agent...........101
  Section 7.3   Trustee and Fiscal Agent Not Liable for Certificates or
                  Interests or Mortgage Loans........................................103
  Section 7.4   Trustee and the Fiscal Agent May Own Certificates....................104
  Section 7.5   Eligibility Requirements for Trustee and Fiscal Agent................104
  Section 7.6   Resignation and Removal of Trustee or Fiscal Agent...................104
  Section 7.7   Successor Trustee or Fiscal Agent....................................106
  Section 7.8   Merger or Consolidation of Trustee...................................107
  Section 7.9   Appointment of Co-Trustee, Separate Trustee or  Custodian............107
  Section 7.10  Authenticating Agents................................................109
  Section 7.11  Indemnification......................................................109
  Section 7.12  Fees and Expenses of Trustee and Fiscal Agent........................111
  Section 7.13  Collection of Moneys.................................................111
  Section 7.14  Notification to Holders..............................................111
  Section 7.15  Representations and Warranties of Trustee and Fiscal Agent...........112
  Section 7.16  Fiscal Agent Termination Event.......................................114
  Section 7.17  Procedure Upon Termination Event.....................................115
  Section 7.18  Impact of Year 2000 Compliance.......................................115
  Section 7.19  Merger or Consolidation of Fiscal Agent..............................115
  Section 7.20  Limitation on Liability of the Fiscal Agent and Others...............116
  Section 7.21  Indemnification of Fiscal Agent......................................116

ARTICLE VIII.   ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................117
  Section 8.1   Servicing Standard; General Powers and Duties........................117
  Section 8.2   Collection of Mortgage Loan Payments.................................119
  Section 8.3   Collection of Taxes, Assessments and Similar Items; Servicing
                  Accounts and Reserve Accounts......................................120
  Section 8.4   Sub-Servicing Agreements.............................................122
  Section 8.5   Maintenance of Insurance Policies; Errors and Omissions and
                  Fidelity Coverage..................................................124
  Section 8.6   Enforcement of Due-On-Sale Clauses; Assumption Agreements;
                  Subordinate Financing..............................................127
  Section 8.7   Realization Upon Defaulted Mortgage Loans............................130
  Section 8.8   Trustee to Cooperate; Release of Mortgage Files......................133
  Section 8.9   Documents, Records and Funds in Possession of Master Servicer
                  or Special Servicer to be Held for Trustee for the Benefit of
                  Certificateholders.................................................134
  Section 8.10  Servicing Compensation...............................................134
  Section 8.11  Master Servicer Reports; Account Statements..........................137
  Section 8.12  Annual Statement as to Compliance....................................137
  Section 8.13  Annual Independent Public Accountants' Servicing Report..............138
  Section 8.14  Certain Reports Regarding the Mortgage Loans and the Mortgaged
                  Properties.........................................................138
  Section 8.15  Certain Available Information and Related Rights of the Master
                  Servicer and the Special Servicer..................................142

                                       ii
<PAGE>

  Section 8.16  Rule 144A Information................................................144
  Section 8.17  Inspections; Collection of Financial Statements......................144
  Section 8.18  Modifications, Waivers, Amendments, Extensions and Consents..........146
  Section 8.19  Title to REO Property................................................150
  Section 8.20  Management of REO Property...........................................152
  Section 8.21  Additional Obligations of the Master Servicer........................155
  Section 8.22  Representations, Warranties and Covenants of the Master Servicer
                  and the Special Servicer...........................................155
  Section 8.23  Merger or Consolidation..............................................159
  Section 8.24  Resignation of Master Servicer or Special Servicer...................159
  Section 8.25  Assignment or Delegation of Duties by Master Servicer or the
                  Special Servicer...................................................160
  Section 8.26  Limitation on Liability of Master Servicer, Special Servicer and
                  Others.............................................................160
  Section 8.27  Indemnification; Third-Party Claims..................................161
  Section 8.28  Tax Reporting........................................................162
  Section 8.29  Certain Special Servicer Reports.....................................163
  Section 8.30  Qualification to Service.............................................165
  Section 8.31  Sale of Defaulted Mortgage Loans and REO Properties..................165
  Section 8.32  Operating Adviser; Elections.........................................167
  Section 8.33  Duties of Operating Adviser..........................................168
  Section 8.34  Exchange Act Reporting...............................................169
  Section 8.35  Section 8.35. Letters of Credit......................................170

ARTICLE IX.     DEFAULT..............................................................170
  Section 9.1   Events of Default....................................................170
  Section 9.2   Trustee to Act; Appointment of Successor.............................173
  Section 9.3   Notification to Certificateholders...................................174
  Section 9.4   Waiver of Events of Default..........................................174

ARTICLE X.      PURCHASE AND TERMINATION OF THE TRUST................................175
  Section 10.1  Termination of Trust.................................................175
  Section 10.2  Procedure Upon Termination of Trust..................................176
  Section 10.3  Additional Trust Termination Requirements............................177

ARTICLE XI.     RIGHTS OF CERTIFICATEHOLDERS.........................................178
  Section 11.1  Limitation on Rights of Holders......................................178
  Section 11.2  Access to List of Holders............................................179
  Section 11.3  Acts of Holders of Certificates......................................180

ARTICLE XII.    REMIC ADMINISTRATION.................................................180
  Section 12.1  REMIC Administration.................................................180
  Section 12.2  Prohibited Transactions and Activities...............................186
  Section 12.3  Liability with Respect to Certain Taxes and Loss of REMIC Status.....187
  Section 12.4  Modifications of Mortgage Loans......................................187

ARTICLE XIII.   MISCELLANEOUS PROVISIONS.............................................187
  Section 13.1  Binding Nature of Agreement..........................................187
  Section 13.2  Entire Agreement.....................................................187
  Section 13.3  Amendment............................................................188

                                      iii
<PAGE>

  Section 13.4  GOVERNING LAW........................................................189
  Section 13.5  Notices..............................................................189
  Section 13.6  Severability of Provisions...........................................189
  Section 13.7  Indulgences; No Waivers..............................................190
  Section 13.8  Headings Not to Affect Interpretation................................190
  Section 13.9  Benefits of Agreement................................................190
  Section 13.10 Special Notices to the Rating Agencies...............................190
  Section 13.11 Counterparts.........................................................192
  Section 13.12 Intention of Parties.................................................192
  Section 13.13 Recordation of Agreement.............................................194


</TABLE>


                                       iv
<PAGE>


<TABLE>
<CAPTION>

                                               EXHIBITS

<S>           <C>                                                                                        <C>
Exhibit A-1    Form of Class A-1 Certificate.................................................................A-1
Exhibit A-2    Form of Class A-2 Certificate.................................................................A-2
Exhibit A-3    Form of Class B Certificate...................................................................A-3
Exhibit A-4    Form of Class C Certificate...................................................................A-4
Exhibit A-5    Form of Class D Certificate...................................................................A-5
Exhibit A-6    Form of Class E Certificate...................................................................A-6
Exhibit A-7    Form of Class F Certificate...................................................................A-7
Exhibit A-8    Form of Class G Certificate...................................................................A-8
Exhibit A-9    Form of Class H Certificate...................................................................A-9
Exhibit A-10   Form of Class J Certificate..................................................................A-10
Exhibit A-11   Form of Class K Certificate..................................................................A-11
Exhibit A-12   Form of Class L Certificate..................................................................A-12
Exhibit A-13   Form of Class M Certificate..................................................................A-13
Exhibit A-14   Form of Class N Certificate..................................................................A-14
Exhibit A-15   Form of Class R-I Certificate................................................................A-13
Exhibit A-16   Form of Class R-II Certificate...............................................................A-14
Exhibit A-17   Form of Class R-III Certificate..............................................................A-15
Exhibit A-18   Form of Class X Certificate..................................................................A-16
Exhibit B-1    Form of Initial Certification of Trustee......................................................B-1
Exhibit B-2    Form of Final Certification of Trustee........................................................B-2
Exhibit C      Form of Request for Release...................................................................C-1
Exhibit D-1    Form of Transferor Certificate for Transfers of Definitive Privately
               Offered Certificates........................................................................D-1-1
Exhibit D-2A   Form I of Transferee Certificate for Transfers of Definitive Privately Offered
               Certificates...............................................................................D-2A-1
Exhibit D-2B   Form II of Transferee Certificate for Transfers of Definitive Privately Offered
               Certificates...............................................................................D-2B-1
Exhibit D-3A   Form I of Transferee Certificate for Transfers of Interests in Book-Entry
               Privately Offered Certificates.............................................................D-3A-1
Exhibit D-3B   Form II of Transferee Certificate for Transfers of Interests in Book-Entry
               Privately Offered Certificates.............................................................D-3B-1
Exhibit E      Form of Transferor Certificate for Transfers of REMIC Residual Certificates...................E-1
Exhibit F      Form of Transfer Affidavit and Agreement for Transfers of REMIC Residual
               Certificates..................................................................................F-1
Exhibit G      Form of Monthly Certificateholder Report......................................................G-1
Exhibit H-1    Comparative Financial Status Report...........................................................H-1
Exhibit H-2    Delinquent Loan Status Report.................................................................H-2
Exhibit H-3    Historical Loan Modification Report...........................................................H-3
Exhibit H-4    Historical Liquidation Report.................................................................H-4
Exhibit H-5    REO Status Report.............................................................................H-5
Exhibit H-6    Servicer Watch List ..........................................................................H-6
Exhibit H-7    Operating Statement Analysis..................................................................H-7
Exhibit H-8    NOI Adjustment Worksheet .....................................................................H-8
Exhibit H-9    CMSA Loan Set Up File.........................................................................H-9
Exhibit H-10   CMSA Loan Periodic Update File...............................................................H-10
Exhibit H-11   CMSA Property File...........................................................................H-11
Exhibit J-1    Form of Confidentiality Agreement............................................................J-1
</TABLE>


                                       v
<PAGE>

                                            SCHEDULES

Schedule I     HFCF Loan Schedule........................................I
Schedule II    PMCF Loan Schedule.......................................II
Schedule III   RFC Loan Schedule.......................................III
Schedule IV    Interest Reserve Loans...................................IV
Schedule V     Letter of Credit Loans....................................V
Schedule VI    Qualifying ARD Loans.....................................VI

                                       vi
<PAGE>

     THIS POOLING AND SERVICING AGREEMENT is dated and effective as of February
1, 2000 (this "AGREEMENT") among HELLER FINANCIAL COMMERCIAL MORTGAGE ASSET
CORP., as depositor (the "DEPOSITOR"), MIDLAND LOAN SERVICES, INC., as master
servicer (the "MASTER SERVICER"), ORIX REAL ESTATE CAPITAL MARKETS, LLC, as
special servicer (the "SPECIAL SERVICER"), LASALLE BANK NATIONAL ASSOCIATION, as
trustee (the "TRUSTEE") of the trust created hereby (the "TRUST") and ABN AMRO
BANK N.V., as fiscal agent (only in its capacity as a party required to make
Advances pursuant to Article IV hereof) (the "FISCAL AGENT").

                              PRELIMINARY STATEMENT

     On the Closing Date, the Depositor will acquire certain Mortgage Loans from
Heller Financial Capital Funding, Inc., as seller ("HFCF" and, in such capacity,
the "SELLER"), certain Mortgage Loans from Prudential Mortgage Capital Funding,
LLC ("PMCF" and, in such capacity, also a "SELLER"), and the remaining Mortgage
Loans from Residential Funding Corporation ("RFC" and, in such capacity, also a
"SELLER"), and, as of such date, the Depositor will be the owner of the Mortgage
Loans and the other property being conveyed by it to the Trustee for inclusion
in the Trust. On the Closing Date, the Depositor hereby creates the Trust and
appoints the Trustee to serve as trustee of the Trust. On the Closing Date, the
Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I
Certificates as consideration for its transfer to the Trust of the Mortgage
Loans (excluding the right to Excess Interest in respect of the Anticipated
Repayment Date Loans) and the other property constituting the Trust described in
the definition of "REMIC I"; (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 and the assets comprising the
grantor trust 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, with
the Class N Certificates representing both an interest in REMIC III and the
entire beneficial ownership of the assets of the 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 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.

                                       1
<PAGE>

                                     REMIC I

     As provided herein, the Trustee will make the election described in Section
12.1 hereof for the segregated pool of assets consisting of the Mortgage Loans
(excluding the right to Excess Interest in respect of the Anticipated Repayment
Date Loans) and certain related assets to be treated for federal income tax
purposes as a real estate mortgage investment conduit (a "REMIC" and, such
particular segregated pool of assets, "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.

     A separate uncertificated REMIC I Regular Interest will be issued with
respect to each Mortgage Loan. Each REMIC I Regular Interest will represent the
right to receive principal corresponding to the initial Stated Principal Balance
of a related Mortgage Loan and interest thereon at a remittance rate (the "REMIC
I REMITTANCE RATE") equal to the Net Mortgage Rate of the related Mortgage Loan
in effect. For purposes of Treasury regulation Section 1.860G-1 (a)(4)(iii), the
"latest possible maturity date" for each REMIC I Regular Interest shall be the
Rated Final Distribution Date. The Class R-I Certificates will represent the
sole class of residual interests in REMIC I for purposes of the REMIC Provisions
and will have no principal balances and no remittance rate, but will be entitled
to receive on each Distribution Date any portion of the Available Distribution
Amount for such Distribution Date not otherwise deemed distributed on the REMIC
I Regular Interests.

                                    REMIC II

     As provided herein, the Trustee will make the election described in Section
12.1 hereof for the segregated pool of assets consisting of the REMIC I Regular
Interests to be treated for federal income tax purposes as a separate REMIC
(such particular pool of assets, "REMIC II"). The REMIC II Regular Interests
will be designated as representing the "regular interests" in REMIC II and the
Class R-II Certificates will be designated as representing the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions.

     Fourteen separate uncertificated REMIC II Regular Interests will be issued
and are designated as the "regular interests" in REMIC II. The following table
irrevocably sets forth the designation, initial remittance rate (the "REMIC II
REMITTANCE RATE") and initial Uncertificated Principal Balance for each REMIC II
Regular Interest. For purposes of Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" of each REMIC II
Regular Interest shall be the Rated Final Distribution Date. The Class R-II
Certificates will have no principal balances and no remittance rate, but will be
entitled to receive on each Distribution Date any portion of the REMIC II
Distribution Amount for such Distribution Date not otherwise deemed distributed
on the REMIC II Regular Interests.


                                       2
<PAGE>

                           REMIC II REGULAR INTERESTS

--------------------------------------------------------------------------------
                          INITIAL REMIC II          INITIAL UNCERTIFICATED
   DESIGNATION             REMITTANCE RATE             PRINCIPAL BALANCE
--------------------------------------------------------------------------------
       A-1                      7.709%                    $171,000,000
--------------------------------------------------------------------------------
       A-2                      7.709%                    $532,326,000
--------------------------------------------------------------------------------
        B                       7.709%                     $43,062,000
--------------------------------------------------------------------------------
        C                       7.709%                     $47,846,000
--------------------------------------------------------------------------------
        D                       7.709%                     $11,962,000
--------------------------------------------------------------------------------
        E                       7.709%                     $35,885,000
--------------------------------------------------------------------------------
        F                       7.709%                     $14,354,000
--------------------------------------------------------------------------------
        G                       7.709%                     $26,316,000
--------------------------------------------------------------------------------
        H                       7.709%                     $19,139,000
--------------------------------------------------------------------------------
        J                       7.709%                      $9,570,000
--------------------------------------------------------------------------------
        K                       7.709%                      $7,177,000
--------------------------------------------------------------------------------
        L                       7.709%                      $9,570,000
--------------------------------------------------------------------------------
        M                       7.709%                      $9,570,000
--------------------------------------------------------------------------------
        N                       7.709%                     $19,139,238
--------------------------------------------------------------------------------

                                    REMIC III

     As provided herein, the Trustee will make the election described in Section
12.1 for the segregated pool of assets hereof consisting of the REMIC II Regular
Interests to be treated for federal income tax purposes as a separate REMIC
(such particular pool of assets, "REMIC III"). The REMIC III Regular
Certificates (and, in the case of the Class N Certificates, the Class N REMIC
Interest represented by the Class N Certificates) will be designated as
representing the "regular interests" in REMIC III and the Class R-III
Certificates will be designated as representing the sole class of "residual
interests" in REMIC III for purposes of the REMIC Provisions.

     Fifteen separate Classes of REMIC III Regular Certificates will be issued,
which will represent in the aggregate twenty-nine separate "regular interests"
in REMIC III. The following table irrevocably sets forth the designation, the
pass-through rate (the "PASS-THROUGH RATE") and the initial aggregate principal
balance (the "CLASS PRINCIPAL BALANCE") for each Class of REMIC III Regular
Certificates. For purposes of Treasury regulation Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" of each Class of REMIC III Regular
Certificates shall be the Rated Final Distribution Date. The Class R-III
Certificates will have no principal balances and no pass-through rate, but will
be entitled to receive on each Distribution Date any portion of the REMIC III
Distribution Amount for such Distribution Date not otherwise deemed distributed
on the REMIC III Regular Certificates.


                                       3
<PAGE>

                         REMIC III REGULAR CERTIFICATES

--------------------------------------------------------------------------------
                             INITIAL                 INITIAL CLASS
   DESIGNATION         PASS-THROUGH RATE(1)        PRINCIPAL BALANCE
--------------------------------------------------------------------------------
    Class A-1            7.715% per annum             $171,000,000
--------------------------------------------------------------------------------
    Class A-2            7.750% per annum             $532,326,000
--------------------------------------------------------------------------------
    Class X(2)           0.111% per annum             $956,916,238
--------------------------------------------------------------------------------
    Class B              7.601% per annum              $43,062,000
--------------------------------------------------------------------------------
    Class C              7.709% per annum              $47,846,000
--------------------------------------------------------------------------------
    Class D              7.709% per annum              $11,962,000
--------------------------------------------------------------------------------
    Class E              7.709% per annum              $35,885,000
--------------------------------------------------------------------------------
    Class F              7.709% per annum              $14,354,000
--------------------------------------------------------------------------------
    Class G              6.750% per annum              $26,316,000
--------------------------------------------------------------------------------
    Class H              6.750% per annum              $19,139,000
--------------------------------------------------------------------------------
    Class J              6.750% per annum               $9,570,000
--------------------------------------------------------------------------------
    Class K              6.750% per annum               $7,177,000
--------------------------------------------------------------------------------
    Class L              6.750% per annum               $9,570,000
--------------------------------------------------------------------------------
    Class M              6.750% per annum               $9,570,000
--------------------------------------------------------------------------------
    Class N              6.500% per annum              $19,139,238
--------------------------------------------------------------------------------

                                   ARTICLE I.
                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS. Whenever used in this Agreement, including without
limitation in the Preliminary Statement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

     "ACCOUNTANT" means a person engaged in the practice of accounting who
is Independent and is a member of the American Institute of Certified Public
Accountants.

     "ACCRUED CERTIFICATE INTEREST" means with respect to any Class of REMIC III
Regular Certificates (other than the Class X Certificates) for any Distribution
Date, the product of the Certificate Principal Balance of such Class as of the
close of the preceding Distribution Date (or, in the case of the first
Distribution Date, as of the Closing Date) and one-twelfth of the applicable
Pass-Through Rate; and with respect to the Class X Certificates, the Class X
Accrued Certificate Interest. The Accrued Certificate Interest in respect of
each Class of REMIC III

-------------------
(1)  The Pass-Through Rates for the Class A-1, Class A-2, Class H, Class J,
     Class K, Class L, Class M and Class N Certificates for each Distribution
     Date shall be equal to the Fixed Rates per annum set forth in the table;
     provided, in each case, that the Pass-Through Rate will not exceed the
     weighted average of the REMIC II Remittance Rates for such Distribution
     Date. The Pass-Through Rates for the Class B, Class C and Class D
     Certificates for each Distribution Date shall be equal to the Class B
     Certificate Rate, the Class C Certificate Rate and the Class D Certificate
     Rate, respectively. The Pass-Through Rates for the Class E, Class F and
     Class G Certificates for each Distribution Date shall be equal to the REMIC
     II Remittance Rate.

(2)  The Class X Certificates will not have a Principal Amount. Interest will
     accrue on the notional amount thereof, at a rate equal to the weighted
     average of the REMIC II Remittance Rates minus the weighted average of the
     Pass-Through Rates of the classes of certificates that have Principal
     Amounts.


                                       4
<PAGE>


Regular Certificates for each Distribution Date shall accrue on the basis of a
360-day year consisting of twelve 30-day months.

     "ACT" shall have the meaning set forth in Section 11.3.

     "ADDITIONAL MASTER SERVICING COMPENSATION" has the meaning set forth in
Section 8.10(a).

     "ADDITIONAL SPECIAL SERVICING COMPENSATION" has the meaning set forth in
Section 8.10(b).

     "ADDITIONAL TRUST EXPENSE" means any of the following items: (a) Special
Servicing Fees, Liquidation Fees and Workout Fees; (b) Advance Interest not paid
out of Penalty Charges (such amount to be determined only upon the final
resolution or liquidation of the related Mortgage Loan), (c) amounts paid by the
Trust to indemnify the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or any other Person pursuant to the terms of this Agreement; (d)
the items described in clauses (ix) and (xiii) of Section 5.2(b); (e) to the
extent not covered by indemnification by one of the parties hereto or paid by a
source other than the Trust, any federal, state or local taxes imposed on the
Trust or any of its assets or transactions; and (f) 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 of the Trust which the Trust has not recovered, and in the judgment of
the Master Servicer (or, in the case of a Specially Serviced Mortgage Loan, the
Special Servicer) will not recover, from the related Mortgagor or Mortgaged
Property or otherwise.

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

     "ADVANCE INTEREST" means interest payable pursuant to Section 4.5 to the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent on
outstanding Advances made by any such Person out of its own funds.

     "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, if no longer published in The Wall Street Journal, such other
publication as determined by the Trustee in its reasonable discretion.

     "ADVERSE REMIC EVENT" shall have the meaning set forth in Section 12.1(j).

     "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 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.

                                       5
<PAGE>


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

     "ANTICIPATED REPAYMENT DATE" means as to any Mortgage Loan the date prior
to the stated maturity thereof that the Mortgage Rate and the rate of principal
amortization increases.

     "ANTICIPATED REPAYMENT DATE LOAN" means any Mortgage Loan that provides for
a Balloon Payment on a stated date prior to its Stated Maturity Date, and
provides for an increased Mortgage Rate and/or rate of principal amortization
following such date if the Mortgage Loan remains outstanding.

     "APPRAISAL" means an appraisal by a Qualified Appraiser that is prepared
in accordance with 12 C.F.R. 225.64.

     "APPRAISAL EVENT" means, with respect to any Mortgage Loan (including
without limitation an REO 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 60 days
after receipt of notice that a bankruptcy petition has been filed in respect of
the Mortgagor or a receiver is appointed in respect of the related Mortgaged
Property, provided such petition or appointment is still in effect, (iii) the
effective date of any modification to a Money Term of a Mortgage Loan, other
than the extension of the date that a Balloon Payment is due for a period of
less than six months from the initial maturity date, and (iv) the date 30 days
following the date the related Mortgaged Property becomes an REO Property.

     "APPRAISAL REDUCTION" means, with respect to any Required Appraisal Loan
with respect to which an Appraisal or internal valuation is performed pursuant
to Section 6.6, an amount, calculated as of the first Determination Date that is
at least fifteen days after the date on which the report in respect of the most
recent such Appraisal or internal valuation, as the case may be, is completed,
equal to the excess, if any, of (a) the sum of (i) the Stated Principal Balance
of such Required Appraisal Loan, (ii) to the extent not previously advanced, all
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 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 in respect of the related Mortgaged Property or REO
Property, as the case may be, over (b) 90% of the Appraised Value (net of any
prior mortgage liens) of the related Mortgaged Property or REO Property as
determined by such Appraisal or internal valuation, as the case may be, plus (i)
the undrawn balance of any letter of credit held as security for such Mortgage
Loan and (ii) the aggregate of all escrows and reserves relating to such
Mortgage Loan. Notwithstanding the foregoing, if an internal valuation of the
Mortgaged Property is performed, the Appraisal Reduction will equal the greater
of (A) the amount calculated above and (B) 25% of the Stated Principal Balance
of the Mortgage Loan. Furthermore, if an appraisal is not obtained from an MAI
appraiser or an internal valuation is not performed following the earliest of
the dates described in clauses (i)-(iv) in the definition of


                                       6
<PAGE>

"Appraisal Event", then until such an appraisal is obtained the Appraisal
Reduction will equal 25% of the Stated Principal Balance of the Mortgage 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, paid in full, liquidated,
repurchased or otherwise disposed of. An appraisal or internal valuation for any
Required Appraisal Loan that has not been brought current for at least three
consecutive months (or paid in full, liquidated, repurchased or otherwise
disposed of) will be updated annually, with corresponding adjustments to the
amount of the Appraisal Reduction.

     "APPRAISED VALUE" means, with respect to any Mortgaged Property or REO
Property, the appraised value thereof determined by an Appraisal of such
property or, in the case of an internal valuation performed pursuant to Section
6.6, the value of such property determined by such internal valuation.

      "ASSET STATUS REPORT" has the meaning set forth in Section 8.29(c).

     "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.

     "ASSUMED MONTHLY PAYMENT" means, (a) with respect to any Balloon Mortgage
Loan (other than a Balloon Mortgage Loan that has become an REO Mortgage Loan)
for its Stated Maturity Date (provided that such Mortgage Loan has not been paid
in full, and no other Liquidation Event has occurred in respect thereof, on or
before the end of the Collection Period in which such Stated Maturity Date
occurs) and for any subsequent Due Date therefor as of which such Mortgage Loan
remains outstanding and part of the Trust Fund, if no Monthly Payment (other
than the related delinquent Balloon Payment) is otherwise due for such Due Date,
the scheduled monthly payment of principal and/or interest deemed to be due in
respect thereof for such Due Date equal to the Monthly Payment (other than any
related delinquent Balloon 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 (if any), in effect immediately prior to, and without
regard to the occurrence of, its most recent scheduled Maturity Date; and (b)
with respect to any REO Mortgage Loan, for any Due Date therefor as of which the
related REO Property remains part of the Trust Fund, the scheduled monthly
payment of principal and/or interest deemed to be due in respect thereof on such
Due Date equal to the Monthly Payment (or, in the case of a

                                       7
<PAGE>

Balloon Mortgage Loan described in clause (a) of this definition, the Assumed
Monthly Payment) that was due in respect of the subject Mortgage Loan for the
last Due Date prior to its becoming an REO Mortgage Loan.

     "AUTHENTICATING AGENT" means any authenticating agent appointed by the
Trustee pursuant to Section 7.10.

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

     "AVAILABLE DISTRIBUTION AMOUNT" means (x) with respect to REMIC I and 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 (including any deposits or withdrawals pursuant to Section
5.3.2 ) 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 any such amounts that were deposited in the Distribution Account
in error, that are payable to the Trustee in respect of unpaid Trustee Fees,
that are Excess Interest or that constitute Yield Maintenance Charges or
Prepayment Premiums) 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 and (ii) the aggregate of any
Compensating Interest Payments made by the Master Servicer for such Distribution
Date pursuant to Section 8.21(b); (y) with respect to REMIC II and any
Distribution Date, all amounts distributed on the REMIC I Regular Interests; and
(z) with respect to REMIC III and any Distribution Date, all amounts distributed
on the REMIC II Regular Interests.

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

     "BALLOON PAYMENT" means, with respect to any Balloon Mortgage Loan as
of any date of determination, the Monthly Payment payable on the Maturity Date
of such Mortgage Loan.

     "BANKRUPTCY CODE" means the federal bankruptcy code, as amended from time
to time (Title II of the United States Code).

     "BASE INTEREST FRACTION" means, with respect to any principal prepayment on
any Mortgage Loan and with respect to any Class of Certificates, a fraction (a)
whose numerator is the amount, if any, by which (1) the Pass-Through Rate on
such Class of Certificates exceeds (2) the Yield Rate used in calculating the
Yield Maintenance Charge with respect to such principal prepayment and (b) whose
denominator is the amount, if any, by which the (1) the Mortgage Rate on such
Mortgage Loan exceeds (2) the Yield Rate used in calculating the Yield
Maintenance Charge with respect to such principal prepayment; provided, however,
that under no circumstances shall the Base Interest Fraction be greater than
one. If such Yield Rate is greater

                                       8
<PAGE>

than or equal to the lesser of (a) the Mortgage Rate on such Mortgage Loan and
(b) the related Pass-Through Rate, then the Base Interest Fraction shall equal
zero.

     "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 3.6; 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."

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

     "BUSINESS DAY" means any day other than (i) a Saturday or a Sunday,
(ii) a legal holiday in New York, New York or in any of the principal cities in
which the Trustee, the Master Servicer or the Special Servicer conducts trust or
servicing operations with respect to this Agreement, or (iii) a day on which
banking institutions or savings associations in New York, New York or in any of
the principal cities in which the Trustee, the Master Servicer or the Special
Servicer conducts trust or servicing operations with respect to this Agreement,
are authorized or obligated by law or executive order to be closed.

     "CASH LIQUIDATION" means, as to any defaulted Mortgage Loan other than an
REO Mortgage Loan, the receipt of all related Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries in connection
with a Final Recovery Determination.

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

     "CERTIFICATES" means the Depositor's Series 2000 PH-1 Mortgage Pass-Through
Certificates issued hereunder.

     "CERTIFICATE FACTOR" means, with respect to any Class of REMIC III Regular
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then-related
Class Principal Balance or Class X Notional Amount, as the case may be, and the
denominator of which is the related initial Class Principal Balance or initial
Class X Notional Amount, as the case may be, as of the Closing Date.

     "CERTIFICATE NOTIONAL AMOUNT" means, with respect to any Class X
Certificate as of any date of determination, the then notional principal amount
on which such Certificate accrues interest equal to the product of (a) the
Percentage Interest evidenced by such Certificate, multiplied by (b) the then
Class X Notional Amount. For purposes of the REMIC Provisions, the Class X
Notional Amount may be described as the sum of the Component Notional Amounts of
the Component Interests at such time.

     "CERTIFICATE OWNER" means, with respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Clearing Agency

                                       9
<PAGE>

or on the books of a Person maintaining an account with the Clearing Agency
directly or as an indirect participant, in accordance with the rules of the
Clearing Agency.

     "CERTIFICATE PRINCIPAL BALANCE" means, with respect to any Principal
Balance Certificate, as of any date of determination, the then-outstanding
principal amount of such Certificate equal to the product of (a) the Percentage
Interest evidenced by such Certificate, multiplied by (b) the then Class
Principal Balance of the Class of Certificates to which such Certificate
belongs.

     "CERTIFICATE REGISTER" has the meaning provided in Section 3.2.

     "CERTIFICATE REGISTRAR" means the registrar appointed pursuant to
Section 3.2.

     "CERTIFICATEHOLDER" has the same meaning as "Holder."

     "CLASS" means, collectively, all of the Certificates bearing the same
alphabetical or alphanumerical class designation.

     "CLASS A-1 CERTIFICATES," "CLASS A-2 CERTIFICATES," "CLASS X 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," and "CLASS R-III CERTIFICATES" mean
the Certificates designated as "Clas A-1," "Class A-2," "Class X," "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 faces thereof, in substantially the forms
attached hereto as Exhibits A-1 through A-19 hereof.

     "CLASS A CERTIFICATES" means the Class A-1 Certificates and Class A-2
Certificates, collectively.

     "CLASS B CERTIFICATE RATE" means, with respect to any Distribution Date,
one-twelfth of (x) the REMIC II Remittance Rate minus (y) 0.1088%.

     "CLASS INTEREST SHORTFALL" means, with respect to any Class of Principal
Balance Certificates and any Distribution Date (except the initial Distribution
Date, with respect to which the Class Interest Shortfall for each such Class
will equal zero), the sum of (a) the excess, if any, of (i) all Distributable
Certificate Interest in respect of such Class of Certificates for the
immediately preceding Distribution Date, over (ii) all distributions of
Distributable Certificate Interest made with respect to such Class of
Certificates on the immediately preceding Distribution Date pursuant to Section
6.4, and (b), to the extent permitted by applicable law, interest for the
related Interest Accrual Period accrued at the applicable Pass-Through Rate on
the amount of any such excess described in the immediately preceding clause (a).
With respect to any Class of Principal Balance Certificates, the interest
referred to in clause (b) of the preceding sentence shall accrue on the basis of
a 360-day year consisting of twelve 30-day months.

                                       10
<PAGE>

     "CLASS N GRANTOR TRUST INTEREST" means that portion of the rights
represented by the Class N Certificate that evidences beneficial ownership of
the grantor trust assets, as described in Section 12.1(b) hereof.

     "CLASS N REMIC INTEREST" means that portion of the rights represented by
the Class N Certificate that evidences a regular interest in REMIC III, which
rights consist of the rights to the distributions described in Section 6.4
hereof and all other rights of the Holders of the Class N Certificates other
than those comprising the Class N Grantor Trust Interest.

     "CLASS PRINCIPAL BALANCE" means the aggregate principal amount of any Class
of Principal Balance Certificates outstanding as of any date of determination.
On each Distribution Date, the Class Principal Balance of each Class of the
Principal Balance Certificates shall be reduced by the amount of any
distributions of principal made thereon on such Distribution Date pursuant to
Section 6.4 and, if and to the extent appropriate, shall be further reduced on
such Distribution Date as provided in Section 6.5.

     "CLASS X ACCRUED CERTIFICATE INTEREST" means, with respect to any
Distribution Date, the product of the Class X Notional Amount as of the close of
business on the preceding Distribution Date and one-twelfth of the Class X
Certificate Rate. For purposes of the REMIC Provisions, Class X Accrued
Certificate Interest, with respect to such Class and any Distribution Date, may
be expressed as the sum of the products of the Component Notional Amount of each
Component Interest on such Distribution Date and one-twelfth of the Component
Interest Rate for such Component Interest. Class X Accrued Certificate Interest
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.

     "CLASS X CERTIFICATE RATE" means, with respect to any Distribution Date,
the excess of (x) REMIC II Remittance Rate over (y) the weighted average of the
Pass-Through Rates of the Principal Balance Certificates (weighted on the basis
of their respective Certificate Balances on such Distribution Date).

     "CLASS X CERTIFICATES" means the Class of Certificates, representing
fourteen Classes of "regular interests" in REMIC III within the meaning of the
REMIC Provisions, that is entitled on each Distribution Date to receive Accrued
Certificate Interest for such Class, and Yield Maintenance Charges and
Prepayment Premiums collected during the related period to the extent set forth
in Section 6.4(c), and is designated as Class X on the face thereof.

     "CLASS X NOTIONAL AMOUNT" means the notional principal amount by reference
to which the amount of interest payable to the Holders of the Class X
Certificates is computed and described, which, as of any date of determination,
is equal to the aggregate Class Principal Balances of the Principal Balance
Certificates on such date. For purposes of the REMIC Provisions, the Class X
Notional Amount may be expressed as the sum of the Component Notional Amounts of
all Component Interests of the Class X Certificates as of the date of
determination. The Class X Notional Amount does not represent a right to receive
distributions in respect of amount of principal from the Trust.


                                       11
<PAGE>


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

     "CLOSING DATE" means February 10, 2000.

     "CMSA" means the Commercial Mortgage Securities Association, or any
successor association or organization.

     "CMSA REPORTS": With respect to the Mortgage Loans, data files which
contain the information substantially in the forms of the CMSA Investor
Reporting Package attached as Exhibits H-9, H-10 and H-11, as the same may be
modified by the CMSA from time to time.

     "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 applicable to the Trust or any REMIC Pool by reason of their
proposed effective dates.

     "COLLECTION ACCOUNT" has the meaning set forth in Section 5.1(a).

     "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, on the day after the Cut-off Date) and ending on the Determination Date in
the month in which the Distribution Date occurs.

     "COMPARATIVE FINANCIAL STATUS REPORT": A report substantially containing
the content described in Exhibit H-1 attached hereto, setting forth, among other
things, the occupancy, revenue, net operating income or net cash flow, as
applicable, and Debt Service Coverage Ratio for each Mortgage Loan on the
related Mortgaged Property as of the last day of the calendar month immediately
preceding the preparation of such report for each of the following four periods
(to the extent such information is available): (i) the most current available
year-to-date, (ii) the most recent twelve months, (iii) the previous two full
fiscal years, and (iv) the "base year" (representing the original analysis of
information used as of the Cut-off Date); provided, however, that Debt Service
Coverage Ratio shall not be calculated for any Mortgaged Property for which
twelve months of operating information is not available (including for purposes
of clause (i)) prepared in accordance with Section 8.14(j). For the purposes of
the Master Servicer's production of any such report that is required to state
information for any period prior to the Cut-off Date, the Master Servicer may
conclusively rely (without independent verification), absent manifest error, on
information provided to it by the related Seller, the related Mortgagor or the
Special Servicer.

     "COMPENSATING INTEREST PAYMENTS" means, with respect to any Distribution
Date, any payments required to be made by the Master Servicer pursuant to
Section 8.21(b) to cover Prepayment Interest Shortfalls.

     "COMPONENT INTEREST" means any of the fourteen component "regular
interests" (within the meaning of the REMIC Provisions) comprising the Class X
Certificates, each of

                                       12
<PAGE>

which relates to a separate Class of REMIC II Regular Interests and bears
interest at the Component Interest Rate for such Class on a notional amount
equal to the Uncertificated Principal Balance of the Class of REMIC II Regular
Interests related to such Class (its "COMPONENT NOTIONAL AMOUNT"). The Component
Interests are designated as Class A-1X, Class A-2X, Class BX, Class CX, Class
DX, Class EX, Class FX, Class GX, Class HX, Class JX, Class KX, Class LX , Class
MX and Class NX, which interests relate to REMIC II Regular Interests A-1, A-2,
B, C, D, E, F, G, H, J, K, L, M and N respectively.

     "COMPONENT INTEREST RATE" means, with respect to any Component Interest,
the per annum rate equal to the excess of the REMIC II Remittance Rate for its
related Class of REMIC II Regular Interests over the Pass-Through Rate for the
Class of Certificates bearing the same alphabetical designation as such
Component Interest's related Class of REMIC II Regular Interests.

     "COMPONENT NOTIONAL AMOUNT" shall have the meaning set forth in the
definition of "Component Interest".

     "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 or REO Property by or
to any governmental or quasi-governmental authority.

     "CONTROLLING CLASS" means the most subordinate Class of Principal Balance
Certificates outstanding at any time of determination (or, if the then Class
Principal Balance of such Class of Certificates is less than 25% of the initial
Class Principal Balance thereof and there is a more senior Class of Principal
Balance Certificates then outstanding, the next most subordinate Class of
Principal Balance Certificates outstanding at such time of determination). For
purposes of determining the Controlling Class, the Class A Certificates will be
treated as a single Class of Certificates, the Subordinate Certificates will be
subordinate to the Class A Certificates, and each Class of Subordinate
Certificates will be subordinate to each other Class of Subordinate
Certificates, if any, with an earlier alphabetical Class designation. 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
that constitutes a "controlling person" within the meaning of Section 15 of the
Securities 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 Trustee or the New York Presenting Office (if any). The
principal corporate trust office of the Trustee is presently located at 135
South LaSalle Street, Suite 1625, Chicago, IL 60603, Attention: Asset-Backed
Securities Trust Services Group-- Heller Financial Commercial Mortgage Asset
Corp. Series 2000 PH-1, or at such other address as the Trustee may designate
from time to time by notice to the Certificateholders, the Depositor, the Master
Servicer and the Special Servicer.

                                       13
<PAGE>

     "CORRECTED MORTGAGE LOAN" means any Mortgage Loan that had been a Specially
Serviced Mortgage Loan, has ceased to be such in accordance with the definition
of "Specially Serviced Mortgage Loan" (other than by reason of a Liquidation
Event occurring in respect of such Mortgage Loan or a related Mortgaged Property
becoming an REO Property) and is not the subject of an existing Servicing
Transfer Event.

     "CPR" means an assumed constant rate of prepayment each month (which is
quoted on a per annum basis) relative to the then-outstanding principal balance
of a pool of mortgage loans for the life of such mortgage loans.

     "CROSS-COLLATERALIZED MORTGAGE LOANS" means any two or more Mortgage Loans
listed on the Mortgage Loan Schedule that are cross-collateralized with each
other.

     "CURRENT PRINCIPAL DISTRIBUTION AMOUNT" means with respect to the Mortgage
Loans for any Distribution Date, an amount equal to the aggregate of:

     (a) the principal portions of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments due or deemed due, as the case may
be, in respect of the Mortgage Loans, including without limitation any REO
Mortgage Loans, for their respective Due Dates occurring during the related
Collection Period; and

     (b) that portion of all payments (including without limitation Principal
Prepayments and Balloon Payments), Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, Repurchase Proceeds, payments of Substitution Shortfall
Amounts, REO Income and other collections that were received on or in respect of
the Mortgage Loans (including without limitation any REO Mortgage Loans) or
received on or in respect of any related REO Properties, during the related
Collection Period and were identified and applied by the Master Servicer in
accordance with Section 1.2 as payments or other recoveries of principal of such
Mortgage Loans, in each case net of any portion of such amounts that represents
(i) a payment or other recovery of the principal portion of any Monthly Payment
(other than a Balloon Payment) due, or of the principal portion of any Assumed
Monthly Payment deemed due, in respect of any such Mortgage Loan on a Due Date
during or prior to the related Collection Period or (ii) an early payment (other
than in the form of a Principal Prepayment) of the principal portion of any
Monthly Payment due in respect of any such Mortgage Loan on a Due Date
subsequent to the end of the related Collection Period.

     "CUSTODIAN" means the Trustee or any Person who is appointed by the Trustee
at any time as custodian pursuant to Section 7.9(h) and who is unaffiliated with
the Depositor and each Seller.

     "CUT-OFF DATE" means February 1, 2000.

     "CUT-OFF DATE PRINCIPAL BALANCE" means, with respect to any Mortgage Loan
included in the Trust Fund as of the Closing Date, the unpaid principal balance
of such Mortgage Loan as of the Cut-off Date, reduced by all payments of
principal due on or before the Cut-off Date, whether or not paid.

                                       14
<PAGE>

     "DEBT SERVICE COVERAGE RATIO" means, with respect to any Mortgage Loan (or
group of Cross-Collateralized Mortgage Loans) for any specified period, the debt
service coverage ratio of (a) rental revenue less operating and fixed expenses,
leasing commissions, replacement reserves, and tenant improvements to (b) the
Monthly Payment (excluding Balloon Payments) as of any date of determination for
the same number of months covering the related financial period.

     "DEFAULTED MORTGAGE LOAN" means a Mortgage Loan that is at least 60 days
delinquent in respect of any Monthly Payment (such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or
Mortgage Note) or as to which the Master Servicer has made a determination that
such Mortgage Loan's becoming so delinquent is imminent.

     "DEFAULT INTEREST" means, with respect to any Mortgage Loan (including
without limitation an REO Mortgage Loan), any amounts collected thereon, other
than Late Fees, Yield Maintenance Charges and Prepayment Premiums, that
represent additional interest in excess of interest on the principal balance of
such Mortgage Loan accrued at the related Mortgage Rate.

     "DEFAULTING PARTY" has the meaning set forth in Section 9.1(b).

     "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 is or are substituted.

     "DELINQUENT LOAN STATUS REPORT" means a report substantially containing the
content described in Exhibit H-2 attached hereto, setting forth, among other
things, those Mortgage Loans which, as of the close of business on the
Determination Date immediately preceding the preparation of such report, were
delinquent 30-59 days, delinquent 60-89 days, delinquent 90 days or more,
current but Specially Serviced Mortgage Loans, or were in foreclosure but were
not REO Property prepared in accordance with Section 8.14(j).

     "DEPOSITOR" means Heller Financial Commercial Mortgage Asset Corp., a
Delaware corporation, and its successors in interest.

     "DEPOSITORY" has the meaning set forth in Section 3.6(a).

     "DEPOSITORY AGREEMENT" means the Letter of Representations dated February
10, 2000, by and between the Depositor, the Trustee and the Depository.

     "DETERMINATION DATE" means, with respect to any Distribution Date, the
eighth day of the month in which such Distribution Date occurs (or, if such
eighth day is not a Business Day, the Business Day immediately preceding such
eighth day).

                                       15
<PAGE>

     "DIRECTLY OPERATE" means, with respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by the Trust, 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 or undertakes any ministerial action incidental thereto.

     "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 Trustee 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 REMIC Pools, 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 Class of
REMIC III Regular Certificates for any Distribution Date, the Accrued
Certificate Interest in respect of such Class of Certificates for such
Distribution Date, reduced (to not less than zero) by that portion, if any, of
the Net Aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date allocated to such Class of Certificates as set forth below, and increased
by any Class Interest Shortfall in respect of such Class of Certificates for
such Distribution Date. The Net Aggregate Prepayment Interest Shortfall, if any,
for each Distribution Date shall be allocated on such Distribution Date among
the respective Classes of REMIC III Regular Certificates, pro rata, in
accordance with the respective amounts of Accrued Certificate Interest for such
Classes of Certificates for such Distribution Date.

     "DISTRIBUTION ACCOUNT" has the meaning set forth in Section 5.3.

     "DISTRIBUTION DATE" means the 15th day of each month or, if any such 15th
day is not a Business Day, the next succeeding Business Day, commencing in
March, 2000.

     "DUE DATE" means: (i) with respect to any Mortgage Loan (other than an REO
Mortgage Loan) on or prior to its Maturity Date, the day of the month set forth
in the related

                                       16
<PAGE>

Mortgage Note on which each Monthly Payment thereon is scheduled to be first
due; (ii) with respect to any Balloon Mortgage Loan (other than an REO Mortgage
Loan) after the Maturity Date therefor, the day of the month set forth in the
related Mortgage Note on which each Monthly Payment (other than, to the extent
different, the Balloon Payment) on such Mortgage Loan had been scheduled to be
first due; and (iii) with respect to any REO Mortgage Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on such
Mortgage Loan prior to its becoming an REO Mortgage Loan had been scheduled to
be first 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 by the Rating Agencies at least "Prime-1" in the case of
Moody's and "F-1+" in the case of Fitch IBCA (if rated by Fitch IBCA, and if not
rated by Fitch IBCA, then having the indicated rating from Moody's and at least
"A-1," from Standard & Poor's Ratings Services), if the deposits are to be held
in the account for 30 days or less, or (B) long-term unsecured debt obligations
are rated by the Rating Agencies at least Aa2 in the case of Moody's and AA in
the case of Fitch IBCA (if rated by Fitch IBCA, and if not rated by Fitch IBCA,
then having the indicated rating from Moody's and in the case of any other
financial institution, at least "AA+" from Standard & Poor's Ratings Services),
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 or other financial institution 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 Reserve
Accounts, Servicing Accounts, Collection Account, REO Account or the
Distribution Account.

     "ELIGIBLE INVESTMENTS" means any one or more of the following obligations
or securities:

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

         (ii) demand, time or similar deposits in, certificates of deposit of,
     money market deposit accounts of, or bankers' acceptances issued by, any
     depository institution or trust company (including the Trustee, the Fiscal
     Agent, the Master Servicer, the Special Servicer or any Affiliate of the
     Master Servicer, the Special Servicer, the Fiscal 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 "F-1+" by Fitch IBCA and
     "Prime-1" by Moody's or the long-

                                       17
<PAGE>

     term unsecured debt obligations of such depository institution or trust
     company have been assigned a rating by each Rating Agency at least equal
     "AAA" or its equivalent or, alternatively, so long as the ratings on such
     obligations are otherwise acceptable to the Rating Agencies;

         (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 Collection Account and which meets the minimum rating requirement for
     such entity described above;

         (iv) securities (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 "AAA" 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 Collection Account to exceed 5% 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 Collection
     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 "F-1+" by Fitch IBCA and "Prime-1" by Moody's;

         (vi) Reserved;

         (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 "AAA" (or its equivalent
     rating) by Fitch IBCA and "Aaa" by Moody's (if rated by Fitch IBCA or, if
     not rated by Fitch IBCA, by Moody's and another nationally recognized
     statistical rating organization);

         (viii) any money market funds that maintain a constant asset value and
     that are rated "Aaa" (or its equivalent rating) by Moody's and "AAAm" or
     "AAAm-G" by Fitch IBCA, 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

                                       18
<PAGE>


     Section 1.860G-2(g)(i) (as evidenced by an Opinion of Counsel delivered to
     the Trustee by the Master Servicer or Special Servicer, as applicable, at
     the Master Servicer's or Special Servicer's expense), as are acceptable to
     the Rating 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 120% 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 Collection 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, (x) units of investment funds
(including money market funds) shall be deemed to mature daily, and (y) the
"Minimum Maturity-Based Rating" means, in all cases, "AAA" or "Aaa", as
applicable.

     "EMERGENCY ADVANCE" means any Servicing Advance that must be made within
five Business Days (or such lesser period as shall be reasonably requested by
the Special Servicer) by the Special Servicer or by the Master Servicer on
behalf of the Special Servicer in order to avoid any material penalty, any
material harm to a Mortgaged Property or any other material adverse consequence
to the Trust.

     "ENVIRONMENTAL ASSESSMENT" means a "Phase I Assessment" conducted in
accordance with ASTM Standard E 1527-93 or any successor thereto published by
ASTM.

     "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 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

                                       19
<PAGE>

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.

     "EQUIVALENT 30/360 RATE" means with respect to a Mortgage Loan on which
interest is computed on a basis other than a 360-day year consisting of twelve
30-day months, the per annum rate at which interest would have to accrue on the
Stated Principal Balance of such Mortgage Loan outstanding immediately prior to
such Distribution Date, assuming such accrual of interest were to occur on the
basis of a 360-day year consisting of twelve 30-day months, in order to produce
the actual Uncertificated Accrued Interest in respect of the REMIC I Regular
Interest corresponding to such Mortgage Loan in respect of such Distribution
Date.

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

     "ESCROW PAYMENT" means any payment received by the Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items in respect of the related Mortgaged Property.

     "EVENT OF DEFAULT" means one or more of the events described in Section
9.1(a).

     "EXCESS INTEREST" means, with respect to any Anticipated Repayment Date
Loan and any Distribution Date following its Anticipated Repayment Date, the
excess of the amount of interest accrued on the outstanding principal balance of
such Mortgage Loan during the related Collection Period at the Mortgage Rate in
effect for such Mortgage Loan after the Anticipated Repayment Date (the "REVISED
INTEREST RATE") over the amount of interest that would have accrued on the
outstanding principal balance of such Mortgage Loan during such Collection
Period at the Mortgage Rate in effect for such Mortgage Loan immediately prior
to its Anticipated Repayment Date, and interest on such excess amount at the
Revised Interest Rate from the date accrued to the date such amount is paid by
the related Mortgagor.

     "EXCESS INTEREST DISTRIBUTION ACCOUNT" has the meaning set forth in Section
5.3.1.

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

     "EXPENSE LOSS" means a loss realized upon payment by the Trust of an
Additional Trust Expense that was not otherwise subject to a Servicing Advance
or was the subject of a determination that such Servicing Advance, if made,
would be nonrecoverable.

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

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

                                       20
<PAGE>

     "FINAL CERTIFICATION" has the meaning set forth in Section 2.2.

     "FINAL PURCHASER" has the meaning set forth in Section 10.1.

     "FINAL RECOVERY DETERMINATION" means a determination by the Special
Servicer with respect to any defaulted Mortgage Loan or REO Property that, in
the reasonable and good faith judgment of the Special Servicer, there has been a
recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,
and other payments or recoveries that, in the Special Servicer's reasonable and
good faith judgment, exercised without regard to any obligation of the Master
Servicer or the Special Servicer to make payments from its own funds pursuant to
Section 8.5, will ultimately be recoverable.

     "FISCAL AGENT" means ABN AMRO Bank N.V., a banking organization organized
under the laws of The Netherlands, its successor in interest, or any successor
fiscal agent appointed as herein provided.

     "FISCAL AGENT TERMINATION EVENT" has the meaning set forth in Section 7.16.

     "FITCH IBCA" means Fitch IBCA, Inc., or its successors or assigns.

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

     "GLOBAL CERTIFICATE" has the meaning set forth in Section 3.6.

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

     "HISTORICAL LOAN MODIFICATION REPORT" means a report substantially
containing the content described in Exhibit H-3 attached hereto, setting forth,
among other things, those Mortgage Loans which, as of the close of business on
the Determination Date immediately preceding the preparation of such report,
have been modified pursuant to this Agreement (i) during the related Collection
Period and (ii) since the Cut-off Date showing the original and the revised
terms thereof prepared in accordance with Section 8.14(j).

     "HISTORICAL LIQUIDATION REPORT" means a report substantially containing the
content described in Exhibit H-4 attached hereto, setting forth, among other
things, as of the close of business on the Determination Date immediately
preceding the preparation of such report, (i) the aggregate amount of
Liquidation Proceeds and Liquidation Expenses relating to each Final Recovery
Determination, both for the current period and historically, and (ii) the

                                       21
<PAGE>

amount of Realized Losses occurring during the related Collection Period and
historically, set forth on a Mortgage Loan-by-Mortgage Loan basis prepared in
accordance with Section 8.14(j).

     "HFCF" means Heller Financial Capital Funding, Inc., or any successor in
interest.

     "HFCF LOANS" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to Mortgage Loan Purchase Agreement I and shown on Schedule I
hereto.

     "HOLDER" means the Person in whose name a Certificate is registered on the
Certificate Register except that, solely for the purposes of giving any consent,
approval or waiver pursuant to this Agreement, any Certificate registered in the
name of the Master Servicer, the Depositor or any Affiliate of any of them shall
be deemed not to be outstanding, and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent, approval or waiver has
been obtained, except as otherwise provided in Sections 8.32, 9.4 and 13.3. The
Trustee shall be entitled to request and rely upon a certificate of the Master
Servicer or the Depositor in determining whether a Certificate is registered in
the name of an Affiliate of such Person. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Clearing Agency and its
Participants, except as otherwise specified herein; provided, however, that the
parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

     "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 financial interest in such other Person or any Affiliate of such
other Person and (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.

     "INDEPENDENT CONTRACTOR" means any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by any
Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee or
the Trust, delivered to the Trustee), so long as REMIC I does not receive or
derive any income from such Person and provided that the relationship between
such Person and REMIC I is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5), or any other Person upon receipt by the
Trustee of an Opinion of Counsel, which shall be at no expense to the Trustee or
the Trust, 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
herein contemplated to be taken by an Independent Contractor will neither cause
such REO Property to cease to qualify as "foreclosure

                                       22
<PAGE>

property" within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for Section 860D(a) of the Code) nor
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.

     "INDIRECT PARTICIPANTS" means entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly.

     "INITIAL POOL BALANCE" means the aggregate Cut-off Date Principal Balance
of the Mortgage Pool.

     "INITIAL SUBSERVICER" means any Sub-Servicer under the PMCC Sub-Servicing
Agreement and the RFC Sub-Servicing Agreement.

     "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D
of the Securities Act.

     "INSURANCE POLICY" means any hazard insurance policy, flood insurance
policy or title insurance policy relating to any Mortgage Loan or Mortgaged
Property or REO Property in effect as of the Closing Date or thereafter during
the term of this Agreement.

     "INSURANCE PROCEEDS" means amounts paid by the insurer under any Insurance
Policy.

     "INTEREST ACCRUAL PERIOD" means with respect to any REMIC I Regular
Interest, any REMIC II Regular Interest or any Class of REMIC III Regular
Certificates for any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs.

     "INTEREST RESERVE ACCOUNT" has the meaning set forth in Section 5.3.2.

     "INTEREST RESERVE LOANS" means the Mortgage Loans set forth on Schedule IV
attached hereto.

     "INTEREST ONLY CERTIFICATES" means the Class X Certificates.

     "INTERESTED PERSON" means, as of any date of determination, the Master
Servicer, the Special Servicer, the Depositor, the Operating Adviser, any
Certificateholder, any Certificate Owner or any Person known to a Responsible
Officer of the Trustee to be an Affiliate of any of them.

     "ISSUE PRICE" means, with respect to each Class of Regular Certificates,
REMIC I Regular Interests and REMIC II Regular Interests, the "issue price" as
defined in the REMIC Provisions.

                                       23
<PAGE>

     "LATE COLLECTIONS" means with respect to any Mortgage Loan (including
without limitation any REO Mortgage Loan), all amounts received thereon during
any Collection Period, whether as payments, Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds, Repurchase Proceeds, payments of Substitution
Shortfall Amounts, or otherwise, which represent late payments or collections of
the principal and/or interest due or deemed due in respect of such Mortgage Loan
(without regard to any acceleration of amounts due thereunder by reason of
default) on a Due Date in a previous Collection Period and not previously
recovered; provided that "Late Collections" shall in no event include Penalty
Charges.

     "LATE FEE" shall mean a fee paid or payable, as the context may require, by
a Mortgagor as provided in the related Mortgage Note or Mortgage in connection
with a late payment made on the related Mortgage Loan by such Mortgagor.

     "LEGENDED DEFINITIVE CERTIFICATE" means a Definitive Certificate bearing
the Securities Legend.

     "LIQUIDATION EVENT" means with respect to any Mortgage Loan (other than an
REO Mortgage Loan), any of the following events: (i) such Mortgage Loan is paid
in full; (ii) a Final Recovery Determination is made with respect to such
Mortgage Loan; (iii) such Mortgage Loan is repurchased or replaced by a Seller
pursuant to Section 7 of the related Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan is purchased by the Majority Certificateholder of the Controlling
Class, the Master Servicer or the Special Servicer, or is otherwise sold,
pursuant to Section 8.31 or otherwise liquidated by judicial action; or (v) such
Mortgage Loan is purchased by any Person entitled to effect an optional
termination of the Trust pursuant to Section 10.1. With respect to any REO
Property (and the related REO Mortgage Loan), any of the following events: (i) a
Final Recovery Determination is made with respect to such REO Property; (ii)
such REO Property is sold pursuant to Section 8.31; or (iii) such REO Property
is purchased by any Person entitled to effect an optional termination of the
Trust pursuant to Section 10.1.

     "LIQUIDATION EXPENSES" means all customary, reasonable and necessary "out
of pocket" costs and expenses incurred on behalf of the Trust by the Special
Servicer in connection with the liquidation of any Specially Serviced Mortgage
Loan or REO Property pursuant to Section 8.7 or 8.31 (including, without
limitation, legal fees and expenses, title and escrow expenses, receiver,
committee or referee fees and, if applicable, brokerage commissions and
conveyance taxes) that were not covered by a Servicing Advance.

     "LIQUIDATION FEE" means, with respect to each Specially Serviced Mortgage
Loan or REO Property as to which Liquidation Proceeds have been received (other
than any Specially Serviced Mortgage Loan or REO Property purchased by any
Person entitled to effect an optional termination of the Trust pursuant to
Section 10.1), a fee in an amount equal to the product of (x) 1.0%, and (y) the
related Liquidation Proceeds.

     "LIQUIDATION PROCEEDS" means proceeds (other than payments by a Mortgagor,
Insurance Proceeds, Condemnation Proceeds, Repurchase Proceeds, payments of
Substitution

                                       24
<PAGE>

Shortfall Amounts and REO Income) from the full, partial, or discounted sale or
liquidation of a Mortgage Loan or related REO Property, net of related
Liquidation Expenses.

     "LOAN-TO-VALUE RATIO" means, with respect to any Mortgage Loan, as of any
date of determination, the fraction, expressed as a percentage, the numerator of
which is the then-unpaid principal balance of such Mortgage Loan (or, if part of
a group of Cross-Collateralized Mortgage Loans, of such group), and the
denominator of which is the appraised value of the related Mortgaged Property
(or, in the case of a group of Cross-Collateralized Mortgage Loans, of all the
Mortgaged Properties securing such group) as determined by an Appraisal thereof.

     "LOCK-BOX ACCOUNT" means with respect to any Mortgage Loan, any lock-box,
cash management or similar account required under the terms of the related
Mortgage or Mortgage Note.

     "LOCK-BOX AGREEMENT" means, with respect to any Mortgage Loan, any lock-box
agreement relating to such Mortgage Loan executed and delivered by the related
Mortgagor pursuant to which a Lock-Box Account is created.

     "LOSSES" has the meaning set forth in Section 12.3.

     "LOSS REIMBURSEMENT AMOUNT" means, with respect to any REMIC I Regular
Interest, REMIC II Regular Interest or Class of Principal Balance Certificates
for any Distribution Date (except the initial Distribution Date, with respect to
which the Loss Reimbursement Amount for such REMIC I Regular Interest, REMIC II
Regular Interest or Class of Certificates, as the case may be, will be zero), an
amount equal to (a)(i) the Loss Reimbursement Amount with respect to such REMIC
I Regular Interest, REMIC II Regular Interest or Class of Certificates, as the
case may be, for the immediately preceding Distribution Date, minus (ii) the
aggregate of all reimbursements of previously allocated and unreimbursed
Realized Losses and Expense Losses (with interest) made on the immediately
preceding Distribution Date pursuant to Section 6.2, 6.3 or 6.4, as applicable,
with respect to such REMIC I Regular Interest, REMIC II Regular Interest or
Class of Certificates, as the case may be, plus (iii) the aggregate of all
Realized Losses and Expense Losses allocated to such REMIC I Regular Interest,
REMIC II Regular Interest or Class of Certificates, as the case may be, on the
immediately preceding Distribution Date pursuant to Section 6.5, plus (b) one
month's interest (calculated on the basis of a 360-day year consisting of twelve
30-day months) on the amount described in clause (a) at the REMIC I Remittance
Rate, REMIC II Remittance Rate or Pass-Through Rate, as applicable, in respect
of such REMIC I Regular Interest, REMIC II Regular Interest or Class of
Certificates, as the case may be, for the current Distribution Date.

     "MAI" means member of the appraisal institute.

     "MAJORITY CERTIFICATEHOLDER" means, with respect to any particular Class or
Classes of Certificates, any Certificateholder entitled to a majority of the
Voting Rights allocated to such Class or Classes, as the case may be.

                                       25
<PAGE>

     "MASTER SERVICER" means Midland Loan Services, Inc. or any successor master
servicer appointed as provided herein.

     "MASTER SERVICER REMITTANCE DATE" means, with respect to each Distribution
Date, the Business Day immediately preceding such Distribution Date.

     "MASTER SERVICER REMITTANCE REPORT" means a report prepared by the Master
Servicer in accordance with the first sentence of Section 8.14(a).

     "MASTER SERVICING FEE" means, with respect to each Mortgage Loan (including
without limitation each REO Mortgage Loan), the fee designated as such and
payable to the Master Servicer pursuant to Section 8.10(a).

     "MASTER SERVICING FEE RATE" means, with respect to each Mortgage Loan
(including without limitation each REO Mortgage Loan), the amount per annum set
forth on Schedule I, Schedule II and Schedule III attached hereto.

     "MATERIAL DEFECT" has the meaning set forth in Section 2.3(a).

     "MATURITY DATE" means, with respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received and any modification of the Mortgage Loan occurring prior
to such date of determination, but without giving effect to (i) any acceleration
of the principal of such Mortgage Loan by reason of a default or (ii) any grace
period permitted by the related Mortgage Note.

     "MEMORANDUM" means the private placement memorandum dated February 2, 2000,
relating to the Privately Offered Certificates.

     "MIDLAND" means Midland Loan Services, Inc., or its successor in interest.

     "MINIMUM MASTER SERVICING FEE RATE" means a rate of 0.01% per annum.

     "MINIMUM MATURITY-BASED RATING" has the meaning provided under the
definition of "Eligible Investments" herein.

     "MONEY TERM" means with respect to any Mortgage Loan, the Maturity Date,
Mortgage Rate, principal balance, amortization term or payment frequency thereof
(and shall not include Late Fees or Default Interest provisions).

     "MONTHLY CERTIFICATEHOLDER REPORT" means a report prepared pursuant to
Section 5.4 by the Trustee as to each Distribution Date generally in the form
and substance of Exhibit G, which sets forth, to the extent applicable: (i) the
amount, if any, of the distributions on such Distribution Date to the Holders of
each Class of Principal Balance Certificates applied to (A) reduce the
respective Class Principal Balance thereof and (B) reimburse previously
allocated Realized Losses and/or Expense Losses (with interest); (ii) the
amount, if any, of the distributions to Holders of each Class of REMIC III
Regular Certificates allocable to (A)

                                       26
<PAGE>

Distributable Certificate Interest and (B) Yield Maintenance Charges and
Prepayment Premiums; (iii) the number and aggregate Stated Principal Balance of
Mortgage Loans in the Mortgage Pool at the close of business on the related
Determination Date; (iv) the number and aggregate Stated Principal Balance of
Mortgage Loans in the Mortgage Pool that are at the close of business on the
related Determination Date (A) delinquent 30 to 59 days, (B) delinquent 60 to 89
days, (C) delinquent 90 or more days, (D) as to which foreclosure proceedings
have been commenced or (E) are subject to a bankruptcy proceeding; (v) with
respect to any REO Property acquired during the related Collection Period, the
Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of the REO Property; (vi)(A) the latest appraised value of any REO
Property included in the Trust Fund as of the related Determination Date, (B) as
to any REO Property sold during the related Collection Period, the date of the
related Final Recovery Determination and the amount of the proceeds of such sale
deposited into the Collection Account, and (C) 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 Collection Account, in
each case identifying such REO Property by the loan number of the related
Mortgage Loan; (vii) the Class Principal Balance or Class X Notional Amount, as
the case may be, and Certificate Factor of each Class of REMIC III Regular
Certificates before and after giving effect to the distributions 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 REMIC III Regular Certificates for such Distribution Date; (x) the
aggregate amount of servicing fees retained by or paid to the Master Servicer
and the Special Servicer; (xi) the Net Aggregate Prepayment Interest Shortfall,
if any, for such Distribution Date and the amount of Realized Losses or Expense
Losses, if any, incurred with respect to the Mortgage Loans during the related
Collection Period; (xii) the aggregate outstanding amount of Servicing Advances
and P&I Advances (stated separately) as of the end of the prior calendar month
that have been made by the Master Servicer, the Special 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 as of such Distribution Date. In the case of information
furnished pursuant to subclauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per $1,000 of original actual or notional principal
amount of the Certificates for all Certificates of each applicable Class.

     "MONTHLY PAYMENT" means, with respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under the
terms of the related Mortgage Note (as such may be modified at any time
following the Closing Date) and applicable law.

     "MOODY'S" means Moody's Investors Service, Inc.

     "MORTGAGE" means, with respect to any Mortgage Loan, separately and
collectively, as the context may require, each mortgage, deed of trust or other
instrument securing a Mortgage Note and creating a lien on the related Mortgaged
Property.

                                       27
<PAGE>

     "MORTGAGE FILE" means, collectively with respect to any Mortgage Loan, the
mortgage documents listed below:

     (i)    the original Mortgage Note, endorsed by the most recent endorsee
            prior to the Trustee or, if none, by the originator, without
            recourse, either in blank or to the order of the Trustee in the
            following form: "Pay to the order of LaSalle Bank National
            Association, as Trustee for the registered holders of Heller
            Financial Commercial Mortgage Asset Corp., Commercial Mortgage
            Pass-Through Certificates, Series 2000 PH-1, without recourse";

     (ii)   the original or a copy of the related recorded Mortgage and, if
            applicable, the originals or copies of any intervening assignments
            of such Mortgage showing a complete chain of assignment from the
            originator of the Mortgage Loan to the most recent assignee of
            record thereof prior to the Trustee, if any, in each case with
            evidence of recording indicated thereon;

     (iii)  an original assignment of the related Mortgage, in recordable form,
            executed by the most recent assignee of record thereof prior to the
            Trustee or, if none, by the originator, either in blank or in favor
            of the Trustee (in such capacity);

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

     (v)    an original assignment of any related Assignment of Leases (if such
            item is a document separate from the related Mortgage), in
            recordable form, executed by the most recent assignee of record
            thereof prior to the Trustee or, if none, by the originator, either
            in blank or in favor of the Trustee (in such capacity), which
            assignment may be included as part of the corresponding assignment
            of Mortgage referred to in clause (iii) above;

     (vi)   an original or copy of any related security agreement (if such item
            is a document separate from the related Mortgage) and, if
            applicable, the originals or copies of any intervening assignments
            of such security agreement showing a complete chain of assignment
            from the originator of the Mortgage Loan to the most recent assignee
            thereof prior to the Trustee, if any;

     (vii)  an original assignment of any related security agreement (if such
            item is a document separate from the related Mortgage) executed by
            the most recent assignee thereof prior to the Trustee or, if none,
            by the originator, either in

                                       28
<PAGE>

            blank or in favor of the Trustee (in such capacity), which
            assignment may be included as part of an omnibus assignment covering
            other documents relating to the Mortgage Loan provided that such an
            omnibus assignment would be effective under applicable law;

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

     (ix)   the original or a copy of the lender's title insurance policy issued
            in connection with the origination of the Mortgage Loan, together
            with all endorsements or riders (or copies thereof) that were issued
            with or subsequent to the issuance of such policy, insuring the
            priority of the Mortgage as a first lien on the Mortgaged Property;

     (x)    the original or a copy of any guaranty of the obligations of the
            Mortgagor under the Mortgage Loan, together with (A) if applicable,
            the originals or copies of any intervening assignments of such
            guaranty showing a complete chain of assignment from the originator
            of the Mortgage Loan to the most recent assignee thereof prior to
            the Trustee, if any, and (B) an original assignment of such guaranty
            executed by the most recent assignee thereof prior to the Trustee
            or, if none, by the originator either in blank or in favor of the
            Trustee in such capacity (which assignment may be included as part
            of an omnibus assignment covering other documents relating to the
            Mortgage Loan provided that such an omnibus assignment would be
            effective under applicable law);

     (xi)   (A) a filed acknowledgment copy of any UCC Financing Statements and
            continuation statements which were filed in order to perfect (and
            maintain the perfection of) any security interest held by the
            originator of the Mortgage Loan in and to the personalty of the
            Mortgagor at the Mortgaged Property (in each case with evidence of
            filing thereon) and which were in the possession of the related
            Seller (or its agent) at the time the subject Mortgage File was
            delivered to the Trustee, (B) filed acknowledgment copies of any
            intervening assignments of the UCC Financing Statements referred to
            in clause (xi)(A) and which were in the possession of the related
            Seller (or its agent) at the time the subject Mortgage File was
            delivered to the Trustee, and (C) if any such security interest
            remains perfected and the earlier UCC Financing Statements and
            continuation statements were in the possession of the Seller, a UCC
            Financing Statement executed by the most recent assignee of record
            prior to the Trustee or, if none, by the originator, evidencing the
            transfer of such security interest, either in blank or in favor of
            the Trustee;

                                       29
<PAGE>

     (xii)  the original or a copy of the power of attorney (with evidence of
            recording thereon, if appropriate) granted by the Mortgagor if the
            Mortgage, Mortgage Note or other document or instrument referred to
            above was signed on behalf of the Mortgagor;

     (xiii) if the Mortgagor has a leasehold interest in the related Mortgaged
            Property, the original ground lease or a copy thereof;

     (xiv)  the original or a copy of the loan agreement, if applicable;

     (xv)   the original or a copy of any escrow or lockbox agreement, if
            applicable; and

     (xvi)  if applicable, an original letter of credit either (a) assigned
            without recourse, if permitted and in accordance with the terms and
            provisions of the applicable letter of credit, to the Trustee for
            the benefit of the registered holders of Heller Financial Commercial
            Mortgage Asset Corp., Commercial Mortgage Pass-Through Certificates,
            Series 2000 PH-1, or (b) if the applicable letter of credit does not
            permit such assignment, then terminated and re-issued by the issuing
            bank to the Trustee for the benefit of the registered holders of
            Heller Financial Commercial Mortgage Asset Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2000 PH-1.

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

     "MORTGAGE LOAN" means a mortgage loan identified on the Mortgage Loan
Schedule, as amended from time to time, and conveyed, transferred, sold,
assigned to and deposited with the Trustee pursuant to Section 2.1 or Section
2.3. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other security documents contained in the related Mortgage
File.

     "MORTGAGE LOAN PURCHASE AGREEMENT" means either Mortgage Loan Purchase
Agreement I or Mortgage Loan Purchase Agreement II.

     "MORTGAGE LOAN PURCHASE AGREEMENT I" means that certain Mortgage Loan
Purchase Agreement dated February 2, 2000, between HFCF and the Depositor, with
respect to the HFCF Loans.

     "MORTGAGE LOAN PURCHASE AGREEMENT II" means that certain Mortgage Loan
Purchase Agreement dated February 2, 2000, between the PMCF, PMCC and the
Depositor, with respect to the PMCF Loans.

                                       30
<PAGE>


     "MORTGAGE LOAN PURCHASE AGREEMENT III" means that certain Mortgage Loan
Purchase Agreement dated February 2, 2000, between RFC and the Depositor, with
respect to the RFC Loans.

     "MORTGAGE LOAN SCHEDULE" or "LOAN SCHEDULE" means, collectively, the
schedules attached hereto as Schedule I, which identifies each HFCF Loan,
Schedule II, which identifies each PMCF Loan, and Schedule III, which identifies
each RFC 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, together with any rider,
addendum or amendment thereto.

     "MORTGAGE POOL" means, collectively, the Mortgage Loans (including without
limitation REO Mortgage Loans and Replacement Mortgage Loans, but excluding
Deleted Mortgage Loans).

     "MORTGAGE RATE" means, with respect to any Mortgage Loan (including without
limitation an REO Mortgage Loan), the fixed annualized rate at which interest is
scheduled (in the absence of default) to accrue on such Mortgage Loan from time
to time (in accordance with the terms of the related Mortgage Note (as such may
be modified at any time following the Closing Date) and applicable law), and
without regard to any passage of the Maturity Date or any acquisition of the
related Mortgaged Property as an REO Property, provided that for purposes of
calculating the REMIC I Remittance Rate, in the case of a Non-30/360 Mortgage
Loan, the Mortgage Rate shall be determined in accordance with this sentence
assuming that interest is scheduled (in the absence of default) to accrue on
such Mortgage Loan at the Equivalent 30/360 Rate, and provided further that with
respect to each Interest Reserve Loan, (i) the Mortgage Rate for the one month
period preceding the Due Dates in both January and February in any year that is
not a leap year and in February in any year that is a leap year, shall be
determined net of any Withheld Amounts and (ii) the Mortgage Rate for the one
month period preceding the Due Date in March shall be determined taking into
account the addition of the Withheld Amounts. The "Mortgage Rate" for purposes
of calculating the REMIC II Remittance Rate shall be the Mortgage Rate of such
Mortgage Loan without taking into account any reduction in the interest rate by
a bankruptcy court pursuant to a plan of reorganization or pursuant to any of
its equitable powers or a reduction in interest or principal due to a
modification of such Mortgage Loan.

     "MORTGAGED PROPERTY" means, individually and collectively, as the context
may require, the real property interest or interests subject to the lien of a
Mortgage and constituting collateral for a Mortgage Loan. With respect to any
Cross-Collateralized Mortgage Loan, as the context may require, "Mortgaged
Property" may mean, collectively, all the Mortgaged Properties securing such
Cross-Collateralized Mortgage Loan.

     "MORTGAGEE" means, which respect to any Mortgage as of any date of
determination, the holder of the related Mortgage Note as of such date.

     "MORTGAGOR" means the obligor or obligors on a Mortgage Note.


                                       31
<PAGE>

     "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the sum of (i) the aggregate of all Prepayment Interest
Excesses realized in connection with the receipt of Principal Prepayments on the
Mortgage Loans during the related Collection Period, and (ii) the aggregate
amount deposited by the Master Servicer in the Distribution Account for such
Distribution Date pursuant to Section 8.21(b) in connection with such Prepayment
Interest Shortfalls.

     "NET MORTGAGE RATE" means, with respect to any Mortgage Loan (including
without limitation an REO Mortgage Loan), as of any date of determination, a
rate per annum equal to the related Mortgage Rate then in effect, minus the
applicable Master Servicing Fee Rate and Trustee Fee Rate.

     "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.

     "NEW YORK PRESENTING OFFICE" means any office of an agent of the Trustee or
the Certificate Registrar, located in New York, New York, as the Trustee or the
Certificate Registrar, as the case may be, may designate from time to time by
written notice to the Depositor and the Certificateholders.

     "NOI ADJUSTMENT WORKSHEET" means a report prepared by the Master Servicer
or the Special Servicer, as the case may be, substantially containing the
content described in Exhibit H-8 attached hereto, presenting the computations
made in accordance with the methodology described in such Exhibit H-8 to
"normalize" the full year net operating income and debt service coverage numbers
used in the other reports required by this Agreement, sent to the Trustee with
each annual operating statement for a Mortgaged Property pursuant to Section
8.14(d).

     "NON-30/360 MORTGAGE LOAN" means a Mortgage Loan that accrues interest
other than on the basis of a 360-day year consisting of twelve 30-day months.

     "NONDISQUALIFICATION OPINION" means a written opinion of Independent
nationally recognized outside tax counsel addressed to the Trustee, reasonably
acceptable in form and substance to the Trustee, that a contemplated action will
neither cause (i) any REMIC Pool to fail to qualify as a REMIC at any time that
any Certificates are outstanding nor (ii) a gain on the disposition of a
Qualified Mortgage which would be subject to the 100% tax on "prohibited
transactions," imposed by Section 860F of the Code, nor (iii) any REMIC Pool to
be subject to any tax under the REMIC Provisions, except for any tax on net
income from foreclosure property as provided for herein.

     "NONRECOVERABLE ADVANCE" means any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.

                                       32
<PAGE>

     "NONRECOVERABLE P&I ADVANCE" means any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan (including, without
limitation, an REO Mortgage Loan) which, in the reasonable and good faith
judgment of the Master Servicer, or, if applicable, the Trustee or Fiscal Agent,
will not be ultimately recoverable (together with Advance Interest thereon) from
late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds, or any other recovery on or in respect of such Mortgage Loan.

     "NONRECOVERABLE SERVICING ADVANCE" means any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property which,
in the reasonable and good faith judgment of the Master Servicer, the Special
Servicer or, if applicable, the Trustee or the Fiscal Agent, will not be
ultimately recoverable (together with Advance Interest thereon) from late
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or
any other recovery on or in respect of such Mortgage Loan or REO Property.

     "OFFICER'S CERTIFICATE" means (x) 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 (y) in
the case of the Master Servicer and the Special Servicer, a certificate signed
by any of the officers referred to above or an employee thereof designated as a
Servicing Officer or Special Servicing Officer pursuant to this Agreement, and
(z) in the case of the Trustee, a certificate signed by a Responsible Officer.

     "OPERATING ADVISER" shall have the meaning specified in Section 8.32.

     "OPERATING STATEMENT ANALYSIS" means, with respect to each Mortgage Loan
and REO Mortgage Property, a report substantially containing the content
described in Exhibit H-7 attached hereto, prepared in accordance with Section
8.14(j).

     "OPINION OF COUNSEL" means a written opinion of counsel addressed to the
Trustee, reasonably acceptable in form and substance to the Trustee, and which
may be from in-house or outside counsel to the party required to deliver such
opinion but which must be from Independent outside counsel 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.

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

     "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" means, as to any Mortgage Loan (including, without
limitation, any REO Mortgage Loan), any advance in respect of delinquent
principal and/or interest made by the Master Servicer pursuant to Section 4.1
(or any similar advance made by the Trustee or the Fiscal Agent pursuant to
Section 4.3).

                                       33
<PAGE>

     "P&I ADVANCE DATE" means, with respect to any Distribution Date, the
Business Day preceding such 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 ENTITY" means any of (a) a regulated investment company
described in Section 851 of the Code, a real estate investment trust described
in Section 856 of the Code, a common trust fund or an organization described in
Section 1381(a) of the Code, (b) any partnership, trust or estate as such terms
are defined in the Code or (c) any Person holding a Residual Certificate as
nominee for another Person.

     "PASS-THROUGH RATE" means with respect to,

     (1) the Class A-1 Certificates, the Class A-2 Certificates, the Class G
         Certificates, the Class H Certificates, the Class J Certificates, the
         Class K Certificates, the Class L Certificates, the Class M
         Certificates and the Class N Certificates for any Distribution Date,
         the respective fixed rates per annum specified as such in the
         Preliminary Statement;

     (2) the Class X Certificates, for any Distribution Date, the Class X
         Certificate Rate;

     (3) the Class B Certificates, for any Distribution Date, the Class B
         Certificate Rate; and

     (4) the Class C Certificates, the Class D Certificates, the Class E
         Certificates, and the Class F Certificates for any Distribution Date,
         the REMIC II Remittance Rate.

     "PCB" has the meaning set forth in the definition of Hazardous Materials.

     "PENALTY CHARGES" means, with respect to any Mortgage Loan (including
without limitation an REO Mortgage Loan), any amounts collected thereon that
represent Late Fees or Default Interest.

     "PERCENTAGE INTEREST" means, (i) with respect to any REMIC III Regular
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or the Certificate Notional Amount, as the case may be, of such
Certificate as of the Closing Date, as specified on the face thereof, and the
denominator of which is the initial Class Principal Balance or the initial Class
X Notional Amount, as the case may be, of the relevant Class as of the Closing
Date; and (ii) with respect to a Residual Certificate, the percentage interest
in distributions to be made with respect to the relevant Class, as stated on the
face of such Certificate.

                                       34
<PAGE>

     "PERMITTED TRANSFEREE" means any Transferee other than a Disqualified
Organization.

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

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

     "PMCC" means Prudential Mortgage Capital Company, LLC or any successor in
interest.

     "PMCC SUB-SERVICING AGREEMENT" has the meaning set forth in Section 8.4.

     "PMCF" means Prudential Mortgage Capital Funding, LLC, or any successor in
interest.

     "PMCF LOANS" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to Mortgage Loan Purchase Agreement II and shown on Schedule
II hereto.

     "PREPAYMENT ASSUMPTION" means a CPR of 0%, applied to each Mortgage Loan
during any period that the related Mortgagor is permitted to make voluntary
Principal Prepayments without a Yield Maintenance Charge or Prepayment Premium
(and with respect to each Anticipated Repayment Date Loan, treating its
Anticipated Repayment Date as its Maturity Date), calculated on the basis of a
yield maintenance formula used for determining the accrual of original issue
discount, market discount and premium, if any, on the REMIC I Regular Interests,
the REMIC II Regular Interests or the REMIC III Regular Certificates for federal
income tax purposes.

     "PREPAYMENT INTEREST EXCESS" means, with respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part during any Collection
Period, which Principal Prepayment was applied to such Mortgage Loan following
such Mortgage Loan's Due Date in such Collection Period, the amount of interest
at the related Net Mortgage Rate (except to the extent it constitutes Excess
Interest) accrued on the amount of such Principal Prepayment during the period
from and after such Due Date to but not including the date such Principal
Prepayment was applied to such Mortgage Loan, to the extent actually collected
from the related Mortgagor (without regard to any Yield Maintenance Charge or
Prepayment Premium that may have been collected).

     "PREPAYMENT INTEREST SHORTFALL" means, with respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or part during any Collection
Period, which Principal Prepayment was applied to such Mortgage Loan prior to
such Mortgage Loan's Due Date in such Collection Period, the amount of interest
that would have accrued at the related Net Mortgage Rate (except to the extent
it constitutes Excess Interest) on the amount of such Principal Prepayment
during the period commencing on the date as of which such Principal Prepayment
was applied to such Mortgage Loan and ending on the day immediately preceding

                                       35
<PAGE>

such Due Date, inclusive, to the extent not collected from the related Mortgagor
(without regard to any Yield Maintenance Charge or Prepayment Premium that may
have been collected).

     "PREPAYMENT PREMIUM" means an amount payable upon the prepayment of a
Mortgage Loan generally equal to a fixed percentage of the then outstanding
principal balance of such Mortgage Loan payable in connection with any principal
prepayment made during a specified period of time generally after any lockout
period and not during any yield maintenance period.

     "PRIMARY SERVICING FEES" means the monthly fee payable by the Master
Servicer from the Master Servicing Fee to each Initial Subservicer, which
monthly fee accrues at the rate per annum specified as such in the Mortgage Loan
Schedule.

     "PRINCIPAL BALANCE CERTIFICATES" means, collectively, the REMIC III Regular
Certificates other than the Class X Certificates.

     "PRINCIPAL DISTRIBUTION AMOUNT" means, for any Distribution Date, the
aggregate of (i) the Current Principal Distribution Amount for such Distribution
Date, and (ii) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal Distribution Amount for
the preceding Distribution Date, over the aggregate distributions of principal
made on the Principal Balance Certificates in respect of such Principal
Distribution Amount on the preceding Distribution Date.

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

     "PRIVATELY OFFERED CERTIFICATES" means, unless and until registered under
the Securities Act, the Class X, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N and Residual Certificates.

     "PROPOSED PLAN" has the meaning set forth in Section 8.20.

     "PROSPECTIVE INVESTOR" means any prospective purchaser of a Certificate or,
in the case of a Book-Entry Certificate, of a beneficial ownership interest
therein.

     "PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated February 2,
2000 relating to the Publicly Offered Certificates.

     "PUBLICLY OFFERED CERTIFICATES" means the Class A-1, Class A-2, Class B,
Class C and Class D Certificates.

     "PURCHASE PRICE" means, with respect to any Mortgage Loan (other than an
REO Mortgage Loan), a price equal to the outstanding principal balance of such
Mortgage Loan as of the date of purchase, together with (a) all accrued and
unpaid interest on such Mortgage Loan at

                                       36
<PAGE>

the related Mortgage Rate to but not including the Due Date in the Collection
Period of purchase, (b) all related unreimbursed Servicing Advances, together
with interest on all Advances hereunder accrued to the date of purchase on
Advances and (c) if such Mortgage Loan is being repurchased or substituted for
by a Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement, all expenses reasonably incurred or to be incurred by the Master
Servicer, the Special Servicer, the Depositor and the Trustee in respect of the
Breach or Material Defect giving rise to the repurchase or substitution
obligation. With respect to any REO Property, Purchase Price means the amount
calculated in accordance with the preceding sentence in respect of the related
REO Mortgage Loan.

     "QIB" means a "qualified institutional buyer" within the meaning of Rule
144A under the Securities Act.

     "QUALIFIED APPRAISER" means an Independent licensed MAI-designated
appraiser with at least five years experience in properties of like kind and in
the same area.

     "QUALIFIED INSURER" means an insurance company or security or bonding
company duly qualified as such under the laws of the relevant jurisdiction and
duly authorized and licensed in such jurisdiction to transact the applicable
insurance business and to write the insurance provided.

     "QUALIFIED MORTGAGE" means a Mortgage Loan that is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard to the
rule in Treasury Regulation Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor
provision) and applicable Treasury regulations promulgated pursuant thereto.

     "QUALIFYING SUBSTITUTE MORTGAGE LOAN" means a Mortgage Loan substituted for
a Deleted Mortgage Loan which, on the date of substitution, (i) has a principal
balance, after deduction of the principal portion of the Monthly Payment due in
the month of substitution, not in excess of the Stated Principal Balance of the
Deleted Mortgage Loan; (ii) is accruing interest at a rate of interest at least
equal to that of the Deleted Mortgage Loan; (iii) has a fixed Mortgage Rate;
(iv) is accruing interest on the same basis as the Deleted Mortgage Loan (for
example, on the basis of a 360-day year consisting of twelve 30-day months); (v)
has a remaining term to stated maturity not greater than, and not more than two
years less than, that of the Deleted Mortgage Loan; (vi) 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 principal balance on the date of
substitution divided by its current Appraised Value) not higher than the
then-current Loan-to-Value Ratio of the Deleted Mortgage Loan; (vii) will comply
with all of the representations and warranties relating to Mortgage Loans set
forth in the related Mortgage Loan Purchase Agreement, as of the date of
substitution; (viii) has an Environmental Assessment relating to the related
Mortgaged Property in its Servicing File; and (ix) as to which the Trustee has
received a written opinion of Independent outside tax counsel, reasonably
acceptable in form and substance to the Trustee, 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 such Mortgage
Loan shall be substituted for a Deleted Mortgage Loan if it has a Maturity Date


                                       37
<PAGE>

after the date two 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 if it would result in an Adverse REMIC Event in respect of any REMIC Pool;
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 based upon an engineering report and the Environmental Assessment
obtained with respect to such Mortgage Loan (provided, however, that such
approval of the Operating Adviser may not be unreasonably withheld, as
determined by the Special Servicer in accordance with the Servicing Standard).
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 clauses (ii) and (iii) above and the
remaining term to stated maturity referred to in clause (v) 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 Trustee.

     "RATED FINAL DISTRIBUTION DATE" means the Distribution Date on January 17,
2034.

     "RATING AGENCIES" means Fitch IBCA and Moody's.

     "RATING AGENCY CONFIRMATION" means, with respect to any matter, where
required under this Agreement, confirmation in writing by each Rating Agency
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 (if
applicable) of the then-current rating assigned by such Rating Agency to any
Class of Certificates then rated by such Rating Agency.

     "REALIZED LOSS" means (x) with respect to each defaulted Mortgage Loan as
to which a Final Recovery Determination has been made, or with respect to any
REO Mortgage Loan as to which a Final Recovery Determination has been made as to
the related REO Property, an amount (not less than zero) equal to (i) the unpaid
principal balance of such Mortgage Loan (or, in the case of an REO Property, the
related REO Mortgage Loan) as of the commencement of the Collection Period in
which the Final Recovery Determination was made, plus (ii) all accrued but
unpaid interest (other than Excess Interest) on such Mortgage Loan (or, in the
case of an REO Property, the related REO Mortgage Loan) at the related Mortgage
Rate to but not including the Due Date in the Collection Period in which the
Final Recovery Determination was made, in any event determined without taking
into account the amounts described in subclause (iv) of this sentence, plus
(iii) any related unreimbursed Servicing Advances as of the commencement of the
Collection Period in which the Final Recovery Determination was made, together
with any new related Servicing Advances made during such Collection Period and
all unpaid Advance Interest on all Advances, minus (iv) all payments and
proceeds, if any, received in respect of such Mortgage Loan or REO Property, as
the case may be, during the Collection Period in which such

                                       38
<PAGE>

Final Recovery Determination was made (net of any related Liquidation Expenses
paid therefrom); (y) with respect to any Mortgage Loan as to which any portion
of the outstanding principal or accrued interest owed thereunder was forgiven 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 Special Servicer pursuant to Section
8.18, the amount of such principal or interest so forgiven; and (z) with respect
to any Mortgage Loan as to which the Mortgage Rate thereon has been permanently
reduced for any period 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 Special Servicer
pursuant to Section 8.18, the amount of the consequent reduction in the interest
portion of each successive Monthly Payment due thereon. Each such Realized Loss
shall be deemed to have been incurred on the Due Date for each affected Monthly
Payment.

     "RECORD DATE" means, with respect to any Class of Certificates for any
Distribution Date, the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs.

     "REGULATION D" has the meaning set forth in Section 3.3(g).

     "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 included in the Trust created
hereby and to be administered hereunder, consisting of the Mortgage Loans
(excluding the right to Excess Interest in respect of the Anticipated Repayment
Date Loans), as from time-to-time are subject to this Agreement, the Mortgage
Files relating thereto, all proceeds of and payments under such Mortgage Loans
received after the Closing Date (other than Excess Interest), such amounts as
shall from time to time be held in the Collection Account and the Distribution
Account, the Insurance Policies and any REO Properties acquired in respect of
any Mortgage Loan, for which a REMIC election is to be made pursuant to Section
12.1(a) hereof.

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

     "REMIC I REGULAR INTEREST" means, with respect to each Mortgage Loan
(including, without limitation, each REO Mortgage Loan), the separate
uncertificated interest in REMIC I issued to the Trustee in respect of such
Mortgage Loan hereunder and designated as a "regular interest" in REMIC I. Each
REMIC I Regular Interest shall be held by the Trustee as part of the assets of
REMIC II, and shall represent a right to receive interest at the related REMIC I
Remittance Rate and distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance (which shall equal the Cut-off Date Principal Balance of the
related Mortgage Loan). The designation for each REMIC I Regular Interest shall
be the loan number for the related Mortgage Loan set forth in the Mortgage Loan
Schedule as of the Closing Date. If a Replacement Mortgage Loan or Loans are
substituted for any Deleted Mortgage Loan, the REMIC I Regular Interest that
related to the Deleted Mortgage Loan shall thereafter relate to such Replacement
Mortgage Loan(s).

                                       39
<PAGE>

     "REMIC I REMITTANCE RATE" means, with respect to any REMIC I Regular
Interest for any Distribution Date, a rate per annum equal to the Net Mortgage
Rate in effect for the related Mortgage Loan (including without limitation an
REO Mortgage Loan). If any Mortgage Loan included in the Trust Fund as of the
Closing Date is replaced by a Replacement Mortgage Loan or Loans, the REMIC I
Remittance Rate for the related REMIC I Regular Interest shall still be
calculated in accordance with the preceding sentence based on the Net Mortgage
Rate for the Deleted Mortgage Loan.

     "REMIC II" means the segregated pool of assets consisting of the REMIC I
Regular Interests and all distributions thereon conveyed to the Trustee for the
benefit of REMIC III and for which a separate REMIC election is to be made
pursuant to Section 12.1(a) hereof.

     "REMIC II DISTRIBUTION AMOUNT" has the meaning set forth in Section 6.2(d).

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

     "REMIC II REGULAR INTEREST" means any of the fourteen separate
uncertificated beneficial interests in REMIC II issued to the Trustee hereunder
and designated as a "regular interest" in REMIC II. Each REMIC II Regular
Interest shall be held by the Trustee as part of the assets of REMIC III, and
shall represent a right to receive interest at the related REMIC II Remittance
Rate in effect from time to time and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto. The designations for the respective REMIC II
Regular Interests are set forth in the Preliminary Statement hereto.

     "REMIC II REMITTANCE RATE" means, with respect to each of the fourteen
uncertified REMIC II Regular Interests for any Distribution Date, the Weighted
Average REMIC I Remittance Rate.

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

     "REMIC III CERTIFICATE" means any Certificate, other than a Class R-I or
Class R-II Certificate.

     "REMIC III DISTRIBUTION AMOUNT" has the meaning set forth in Section
6.3(c).

     "REMIC III REGULAR CERTIFICATE" means any REMIC III Certificate, other than
a Class R-III Certificate, and where appropriate with respect to a Class X
Certificate, may refer to each of the Component Interests thereof, as the case
requires. References to REMIC III Regular Certificates will, with respect to the
Class N Certificate, be considered to refer to the Class N REMIC Interest that
is a "regular interest" in REMIC III, where appropriate.

                                       40
<PAGE>

     "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 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 which, as proposed, would have an effective date prior to
enactment thereof and any proposed regulations.

     "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" has the meaning set forth in Section 8.19(b).

     "REO ACQUISITION" means the acquisition of any REO Property pursuant to
Section 8.7.

     "REO EXTENSION" has the meaning set forth in Section 8.19(a).

     "REO INCOME" means, with respect to any REO Property for any Collection
Period, all income received in connection with such REO Property during such
period.

     "REO MORTGAGE LOAN" means a Mortgage Loan as to which the related Mortgaged
Property is an REO Property.

     "REO PROPERTY" means a Mortgaged Property 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.

     "REO SALE DEADLINE" has the meaning set forth in Section 8.19(a).

     "REO STATUS REPORT" means a report substantially containing the content
described in Exhibit H-5 attached hereto, setting forth, among other things,
with respect to each REO Property that was included in the Trust Fund as of the
close of business on the Determination Date immediately preceding the
preparation of such report, (i) the acquisition date of such REO Property, (ii)
the amount of income collected with respect to any REO Property net of related
expenses and other amounts, if any, received on such REO Property during the
related Collection Period and (iii) the value of the REO Property based on the
most recent appraisal or other valuation thereof available to the Special
Servicer as of the Determination Date (including any prepared internally by the
Special Servicer) prepared in accordance with Section 8.14(j).

     "REO TAX" has the meaning set forth in Section 8.20(a).

     "REPLACEMENT MORTGAGE LOAN" means any Qualifying Substitute Mortgage Loan
that is substituted for one or more Deleted Mortgage Loans.

                                       41
<PAGE>

     "REPORT DATE" means the third Business Day before the related Distribution
Date but in no event earlier than two Business Days after the Determination
Date.

     "REPURCHASE PROCEEDS" means amounts paid by any Seller under the related
Mortgage Loan Purchase Agreement, in connection with the repurchase of any
Mortgage Loan as contemplated by Section 2.3.

     "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 (including without
limitation any REO Mortgage Loan) as to which an Appraisal Event has occurred
and is continuing.

     "RESERVE ACCOUNT" means the account or accounts created and maintained
pursuant to Section 8.3(d).

     "RESERVE FUNDS" means, with respect to any Mortgage Loan, any cash amounts
or instruments convertible into cash delivered by the related Mortgagor to be
held in escrow by or on behalf of the Mortgagee representing reserves for
repairs, replacements, capital improvements, environmental testing and
remediation and/or similar type items with respect to the related Mortgaged
Property.

     "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,
any officer assigned to the Asset-Backed Securities Trust Services Group of its
Corporate Trust Department, and when used with respect to any successor trustee,
any Vice President, Assistant Vice President, corporate trust officer or any
assistant corporate trust officer.

     "REVISED INTEREST RATE" has the meaning set forth in the definition of
Excess Interest.

     "RFC" means Residential Funding Corporation or any successor in interest.

     "RFC LOANS" means, collectively, those Mortgage Loans sold to the Depositor
pursuant to Mortgage Loan Purchase Agreement III and shown on Schedule III
hereto.

     "RFC SUB-SERVICING AGREEMENT" has the meaning set forth in Section 8.4.

     "RULE 144A" means Rule 144A under the Securities Act.

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

                                       42
<PAGE>


     "SECURITIES LEGEND" means the legend to be printed on the Certificates as
set forth in Section 3.3(c).

     "SELLER" means HFCF, PMCF or RFC, as the case may be.

     "SENIOR CERTIFICATES" means, collectively, the Class A and Class X
Certificates.

     "SERVICING ACCOUNT" means the account or accounts created and maintained
pursuant to Section 8.3(a).

     "SERVICING ADVANCES" means all customary, reasonable and necessary "out of
pocket" costs and expenses (including attorneys' fees and expenses and fees of
real estate brokers) incurred by the Master Servicer, the Special Servicer or,
if applicable, the Trustee in connection with the servicing and administering of
(a) a Mortgage Loan in respect of which a default, delinquency or other
unanticipated event has occurred or as to which a default is imminent or (b) an
REO Property, including, but not limited to, the cost of (i) compliance with the
obligations of the Master Servicer and/or the Special Servicer set forth in
Section 8.3(c) and 8.7(c), (ii) the preservation, restoration and protection of
a Mortgaged Property or REO Property, (iii) obtaining any Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds in respect of any Mortgage Loan or
REO Property, (iv) any enforcement or proceedings with respect to a Mortgaged
Property, including without limitation foreclosures and similar proceedings and
any required appraisals, (v) the operation, management, maintenance and
liquidation of any REO Property, and (vi) any other cost or expense designated
as a Servicing Advance in accordance with this Agreement; provided that,
notwithstanding anything to the contrary, "Servicing Advances" shall not include
allocable overhead of the Master Servicer or the Special Servicer, such as costs
for office space, office equipment, supplies and related expenses, employee
salaries and related expenses and similar internal costs and expenses, or costs
incurred by either such party in connection with its purchase of any Mortgage
Loan or REO Property pursuant to any provision of this Agreement. All Emergency
Advances made by or on behalf of the Special Servicer hereunder shall be
considered "Servicing Advances" for the purposes hereof.

     "SERVICING FEES" means, with respect to each Mortgage Loan (including
without limitation each REO Mortgage Loan), the Master Servicing Fee and, if
applicable, the Special Servicing Fee.

     "SERVICING FILE" means, collectively as to any Mortgage Loan, any
documents, other than documents required to be part of the related Mortgage
File, in the possession of the Master Servicer or Special Servicer and relating
to the origination and servicing of such Mortgage Loan, including without
limitation a closing binder for such Mortgage Loan and, in each case if and to
the extent available, any appraisal, environmental report, engineering report,
operating statements, rent rolls and copies of major leases.

     "SERVICING OFFICER" means any officer or employee of the Master Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name and specimen signature appear on a list of servicing
officers or employees furnished to the

                                       43
<PAGE>

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" has the meaning set forth in Section 8.1(a).

     "SERVICING TRANSFER EVENT" means, with respect to any Mortgage Loan, the
occurrence of any of the events described in clauses (a) through (h) of the
definition of "Specially Serviced Mortgage Loan".

     "SPECIAL SERVICER" means ORIX Real Estate Capital Markets, LLC or any
successor special servicer as herein provided.

     "SPECIAL SERVICING FEE" means, with respect to each Specially Serviced
Mortgage Loan and REO Mortgage Loan, the fee designated as such and payable to
the Special Servicer pursuant to Section 8.10(b).

     "SPECIAL SERVICING FEE RATE" means, with respect to each Specially Serviced
Mortgage Loan and REO Mortgage Loan, 0.25% 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 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 any Mortgage Loan as to which any
of the following events has occurred:

     (b) the related Mortgagor has failed to make when due any Balloon Payment,
which failure has continued unremedied for 60 days, provided that if the related
Mortgagor has obtained on the date such payment was due a written commitment for
refinancing the Mortgage Loan within 90 days of such date, then the failure to
make such Balloon Payment shall not cause the related Mortgage Loan to become a
Specially Serviced Mortgage Loan (provided that if such Mortgage Loan is not
refinanced within such 90-day period, then such Mortgage Loan shall become a
Specially Serviced Mortgage Loan upon the expiration of such period); or

     (c) the related Mortgagor has failed to make when due any Monthly Payment
(other than a Balloon Payment) or any other payment required under the related
Mortgage Note or the related Mortgage, which failure continues unremedied for 60
days; or

     (d) the Master Servicer has determined, in accordance with the Servicing
Standard, that a default in the making of a Monthly Payment or any other payment
required under the related Mortgage Note or the related Mortgage is likely to
occur within 30 days and is likely to remain unremedied for at least 60 days or,
in the case of a Balloon Payment, for at least 30 days (subject to the
provisions of clause (a) above); or

                                       44
<PAGE>

     (e) there shall have occurred a default under the related loan documents,
other than as described in clause (a) or (b) above, that (in the Master
Servicer's judgment in accordance with the Servicing Standard) materially
impairs the value of the related Mortgaged Property as security for the Mortgage
Loan or otherwise materially and adversely affects the interests of
Certificateholders, which default has continued unremedied for the applicable
grace period under the terms of the Mortgage Loan (or, if no grace period is
specified, 60 days); or

     (f) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
related Mortgagor and such decree or order shall have remained in force
undischarged, undismissed or unstayed for a period of 60 days; or

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

     (h) the related Mortgagor shall have admitted in writing its inability to
pay its debts generally as they become due, filed a petition to take advantage
of any applicable insolvency or reorganization statute, made an assignment for
the benefit of its creditors, or voluntarily suspended payment of its
obligations; or

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

provided that a Mortgage Loan will cease to be a Specially Serviced Mortgage
Loan when a Liquidation Event has occurred in respect of such Mortgage Loan, or
at such time as such of the following as are applicable occur with respect to
the circumstances identified above that caused the Mortgage Loan to be
characterized as a Specially Serviced Mortgage Loan (and provided that no other
Servicing Transfer Event then exists):

     (w)    with respect to the circumstances described in clauses (a) and (b)
            above, the related Mortgagor has made three consecutive full and
            timely Monthly Payments under the terms of such Mortgage Loan (as
            such terms may be changed or modified in connection with a
            bankruptcy or similar proceeding involving the related Mortgagor or
            by reason of a modification, waiver or amendment granted or agreed
            to by the Special Servicer pursuant to Section 8.18);

     (x)    with respect to the circumstances described in clauses (c), (e), (f)
            and (g) above, such circumstances cease to exist in the good faith
            and reasonable judgment of the Special Servicer;

     (y)    with respect to the circumstances described in clause (d) above,
            such

                                       45
<PAGE>

            default is cured; and

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

     "STARTUP DAY" means, with respect to each of REMIC I, REMIC II and REMIC
III, the day designated as such in Section 12.1(b).

     "STATED MATURITY DATE" means, with respect to any Mortgage Loan, the Due
Date on which the last payment of principal is due and payable under the terms
of the related Mortgage Note as in effect on the Closing Date, without regard to
any change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master Servicer or
Special Servicer pursuant to Section 8.18.

     "STATED PRINCIPAL BALANCE" means, as of any date of determination, with
respect to any Mortgage Loan (including without limitation any REO Mortgage
Loan), an amount equal to (a) the unpaid principal balance of such Mortgage Loan
as of the Cut-off Date (or, in the case of a Replacement Mortgage Loan, as of
the related date of substitution), after application of all payments due on or
before such date, whether or not received, reduced on a cumulative basis on each
subsequent Distribution Date (to not less than zero) by (b) the sum of (i) all
payments (or P&I Advances in lieu thereof) of, and all other collections
allocated as provided in Section 1.2 to, principal of or with respect to such
Mortgage Loan that are (or, if they had not been applied to cover any Additional
Trust Expense, would have been) distributed to Certificateholders on such
Distribution Date, and (ii) the principal portion of any Realized Loss incurred
in respect of such Mortgage Loan during the related Collection Period, provided
that, notwithstanding the foregoing, if a Liquidation Event occurs in respect of
such Mortgage Loan (or any related REO Property), then the "Stated Principal
Balance" of such Mortgage Loan shall be zero commencing as of the Distribution
Date in the Collection Period next following the Collection Period in which such
Liquidation Event occurred.

     "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.

     "SUB-SERVICER" means any Person with which the Master Servicer or the
Special Servicer has entered into a Sub-Servicing Agreement.

     "SUB-SERVICING AGREEMENT" means the written contract between the Master
Servicer or the Special Servicer and any Sub-Servicer relating to servicing and
administration of Mortgage Loans as provided in Section 8.4.

     "SUBSTITUTION SHORTFALL AMOUNT" means, in connection with the substitution
of one or more Replacement Mortgage Loans for one or more Deleted Mortgage
Loans, the amount, if any, by which the Purchase Price or aggregate Purchase
Price, as the case may be (using the outstanding principal balance as of the
date of substitution), for such Deleted Mortgage Loan(s) exceeds the initial
Stated Principal Balance or aggregate Stated Principal Balance, as the case may
be, of such Replacement Mortgage Loan(s), together with any related
out-of-pocket

                                       46
<PAGE>

expenses relating to the related Replacement Mortgage Loan and/or Deleted
Mortgage Loan incurred by the Trust Fund, Trustee, Master Servicer, or Special
Servicer.

     "TAX MATTERS PERSON" means the person designated as the "tax matters
person" of any REMIC Pool pursuant to Treasury Regulation Section 1.860F-4(d)
and temporary Treasury Regulations Section 301.6231(a)(7)-1T (or relevant
successor provision), which initially shall be the person having the largest
Percentage Interest in the Residual Certificates of the related REMIC Pool.

     "TAX RETURNS" means the federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of REMIC I, REMIC II and REMIC III due to its
classification as a REMIC under the REMIC Provisions pursuant to its election
filed in accordance with Section 5.5 hereof, the federal income tax information
return on Internal Revenue Service Form 1041 U.S. Income Tax Return for Estate
and Trusts, to be filed on behalf of the grantor trust, and any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal or
state law.

     "TERMINATION PRICE" shall have the meaning set forth in Section 10.1(b)
herein.

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

     "TRANSFERABLE SERVICING INTEREST" means, subject to reduction by the
Trustee pursuant to Section 8.10(a), the amount by which the Master Servicing
Fees otherwise payable to the Master Servicer hereunder exceed the sum of (i)
the Primary Servicing Fees and (ii) the amount of such Master Servicing Fees
calculated using the Minimum Master Servicing Fee Rate.

     "TRANSFEREE" means any Person who is acquiring 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, REMIC II and REMIC III and of the
grantor trust.

     "TRUST FUND" means, collectively, all of the assets of the Trust.

     "TRUSTEE" means LaSalle Bank National Association, 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, with respect to each Mortgage Loan (including without
limitation each Specially Serviced Mortgage Loan and each REO Mortgage Loan),
the fee designated as such and payable to the Trustee pursuant to Section 7.12,
calculated on [the

                                       47
<PAGE>

balance of each such Mortgage Loan at the beginning of the related Collection
Period and based on] a 360-day year consisting of twelve 30-day months.

     "TRUSTEE FEE RATE" means 0.0025% per annum.

     "UCC FINANCING STATEMENT" means a financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana, the comparable provisions of
Louisiana law.

     "UNCERTIFICATED ACCRUED INTEREST" shall mean, with respect to any class of
uncertificated REMIC I Regular Interests or REMIC II Regular Interests for any
Distribution Date, the product of the Uncertificated Principal Balance of such
class as of the close of the preceding Distribution Date (or, in the case of the
first Distribution Date, as of the Closing Date) and one-twelfth of the
applicable REMIC I Remittance Rate or REMIC II Remittance Rate. The
Uncertificated Accrued Interest in respect of each class of REMIC I Regular
Interests and REMIC II Regular Interests shall accrue on the basis of a 360-day
year consisting of twelve 30-day months.

     "UNCERTIFICATED DISTRIBUTABLE INTEREST" means, with respect to any REMIC I
Regular Interest or REMIC II Regular Interest for any Distribution Date, an
amount equal to: (a) the Uncertificated Accrued Interest in respect of such
REMIC I Regular Interest or REMIC II Regular Interest, as the case may be, for
such Distribution Date; reduced (to not less than zero) by (b) the portion of
any Net Aggregate Prepayment Interest Shortfall for such Distribution Date
allocated to such REMIC I Regular Interest or REMIC II Regular Interest, as the
case may be, as set forth below; and increased by (c) any Uncertificated
Distributable Interest in respect of such REMIC I Regular Interest or REMIC II
Regular Interest, as the case may be, for the immediately preceding Distribution
Date that was not deemed paid on the immediately preceding Distribution Date
pursuant to Section 6.2 or 6.3, as applicable, together with one month's
interest (calculated on the basis of a 360-day year consisting of twelve 30-day
months) on such unpaid Uncertificated Distributable Interest at the REMIC I
Remittance Rate or the REMIC II Remittance Rate, as the case may be, applicable
to such REMIC I Regular Interest or REMIC II Regular Interest, as the case may
be, for the current Distribution Date. The Net Aggregate Prepayment Interest
Shortfall for any Distribution Date shall be allocated: (i) among the respective
REMIC I Regular Interests, pro rata in accordance with the respective amounts of
Uncertificated Accrued Interest with respect thereto for such Distribution Date;
and (ii) among the respective REMIC II Regular Interests, pro rata in accordance
with the respective amounts of Uncertificated Accrued Interest with respect
thereto for such Distribution Date.

     "UNCERTIFICATED PRINCIPAL BALANCE" means the principal amount of any REMIC
I Regular Interest or REMIC II Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance of
each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance of
the related Mortgage Loan. On each Distribution Date, the Uncertificated
Principal

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<PAGE>

Balance of each REMIC I Regular Interest shall be reduced by all distributions
of principal deemed to have been made thereon on such Distribution Date pursuant
to Section 6.2 and, if and to the extent appropriate, shall be further reduced
on such Distribution Date as provided in Section 6.5. As of the Closing Date,
the Uncertificated Principal Balance of each REMIC II Regular Interest shall
equal the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC II Regular Interest shall be reduced by all
distributions of principal deemed to have been made thereon on such Distribution
Date pursuant to Section 6.3 and, if and to the extent appropriate, shall be
further reduced on such Distribution Date as provided in Section 6.5.

     "UNDERWRITABLE CASH FLOW" means, with respect to any Mortgaged Property or
REO Property, for any twelve month period (or such shorter period calculated on
an annualized basis), the underwritable cash flow amount calculated in
accordance with Exhibit H-1 hereto.

     "UNDERWRITERS" means Prudential Securities Incorporated or its successor in
interest, Morgan Stanley & Co. Incorporated or its successor in interest and
Salomon Smith Barney Inc. or its successor in interest.

     "UNINSURED CAUSE" means any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 8.5.

     "UNITED STATES PERSON" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, an estate whose
income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States or a trust subject to
the control of a United States person and the primary supervision of a United
States court.

     "UNLEGENDED DEFINITIVE CERTIFICATE" means a Definitive Certificate that
does not bear the Securities Legend.

     "USPAP" means the Uniform Standards of Professional Appraisal Practices.

     "VOTING RIGHTS" means the voting rights to which the Certificateholders are
entitled hereunder. At all times during the term of this Agreement, 99% of the
Voting Rights shall be allocated among the Holders of the various outstanding
Classes of Principal Balance Certificates in proportion to the respective Class
Principal Balances of their Certificates, and 1% of the Voting Rights shall be
allocated to the Holders of the Interest Only Certificates. No Voting Rights
shall be allocated to the Holders of the respective Classes of the Residual
Certificates. Voting Rights allocated to a Class of Certificateholders shall be
allocated among Certificateholders of such Class in proportion to the Percentage
Interests evidenced by their respective Certificates.

     "SERVICER WATCH LIST": A report substantially containing the content
described in Exhibit H-6 attached hereto, setting forth, among other things, any
Mortgage Loan that is in

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<PAGE>

jeopardy of becoming a Specially Serviced Mortgage Loan prepared in accordance
with Section 8.14(j).

     "WEIGHTED AVERAGE REMIC I REMITTANCE RATE" means, with respect to each
Distribution Date, the weighted average of the REMIC I Remittance Rates for the
REMIC I Regular Interests, weighted on the basis of the Uncertificated Principal
Balances of the REMIC I Regular Interest related to each Mortgage Loan at the
beginning of the related Collection Period (disregarding any REMIC I Regular
Interest with respect to which a Principal Prepayment in full was received
during the Collection Period on the Mortgage Loan to which such REMIC I Regular
Interest relates).

     "WITHHELD AMOUNT": With respect to (a) each Distribution Date occurring in
(i) January of each calendar year that is not a leap year and (ii) February of
each calendar year, an amount equal to one day's interest at the Mortgage Rate
(less the Master Servicing Fee Rate and the Trustee Fee Rate) as of the Due Date
on the respective Stated Principal Balance of each Interest Reserve Loan, to the
extent that a Monthly Payment or a P&I Advance is made in respect thereof.

     "WORKOUT FEE" means, with respect to each Corrected Mortgage Loan, the fee
designated as such and payable to the Special Servicer pursuant to Section
8.10(b).

     "WORKOUT FEE RATE" means, with respect to each Corrected Mortgage Loan as
to which a Workout Fee is payable, 1.0% per annum.

     "YIELD MAINTENANCE CHARGES" means an amount payable upon the prepayment of
a Mortgage Loan generally equal to the greater of (1) a specified prepayment
premium or (2) the present value, as of the date of such prepayment, of certain
payments under the Mortgage Note, determined by discounting such payments at a
specific rate set forth in the Mortgage Note.

     SECTION 1.2 CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL.

     (a) All amounts collected in respect of any group of related
Cross-Collateralized Mortgage Loans (other than REO Mortgage Loans) in the form
of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds, shall be applied by the Master Servicer among such
Mortgage Loans in accordance with the express provisions of the related loan
documents and, in the absence of such express provisions, on a pro rata basis in
accordance with the respective amounts then "due and owing" as to each such
Mortgage Loan. All amounts collected in respect of any Mortgage Loan (whether or
not such Mortgage Loan is a Cross-Collateralized Mortgage Loan) other than an
REO Mortgage Loan, in the form of payments from Mortgagors, Condemnation
Proceeds, Insurance Proceeds, Liquidation Proceeds, Repurchase Proceeds or
payments of Substitution Shortfall Amounts shall be applied to amounts due and
owing under the related Mortgage Note and Mortgage (including, without
limitation, for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Note and Mortgage and, in the
absence of, or to the extent not covered by, such express provisions, shall be
applied for purposes of this Agreement: first, as a recovery of any related
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation

                                       50
<PAGE>

Expenses; second, as a recovery of accrued and unpaid interest at the related
Mortgage Rate on such Mortgage Loan to but not including, as appropriate, the
date of receipt or, in the case of a full Monthly Payment from any Mortgagor,
the related Due Date, third, as a recovery of principal of such Mortgage Loan
then due and owing, including, without limitation, by reason of acceleration of
the Mortgage Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Mortgage Loan, as a recovery of principal to the
extent of its entire remaining unpaid principal balance); fourth, as a recovery
of amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items; fifth, as a recovery of Reserve Funds to the
extent then required to be held in escrow; sixth, as a recovery of any Yield
Maintenance Charge or Prepayment Premium then due and owing under such Mortgage
Loan; seventh, as a recovery of any Penalty Charges then due and owing under
such Mortgage Loan; eighth, as a recovery of any assumption fees and
modification fees then due and owing under such Mortgage Loan; ninth, as a
recovery of any other amounts then due and owing under such Mortgage Loan; and
tenth, as a recovery of any remaining principal of such Mortgage Loan to the
extent of its entire remaining unpaid principal balance. Notwithstanding the
foregoing, any interest collected on a Anticipated Repayment Date Loan that
constitutes Excess Interest shall be applied to the grantor trust only after the
payment of all principal and interest then due and owing on such Mortgage Loan.

     (b) Collections in respect of each REO Property (exclusive of amounts to be
applied to the payment of the costs of operating, managing, maintaining and
disposing of such REO Property) shall be treated: first, as a recovery of any
related unreimbursed Servicing Advances; second, as a recovery of accrued and
unpaid interest on the related REO Mortgage Loan at the related Mortgage Rate to
but not including the Due Date in the Collection Period of receipt; third, as a
recovery of principal of the related REO Mortgage Loan to the extent of its
entire unpaid principal balance; and fourth, as a recovery of any other amounts
deemed to be due and owing in respect of the related REO Mortgage Loan.

     (c) The foregoing applications of amounts received in respect of any
Mortgage Loan or REO Property shall be determined by the Master Servicer.

     SECTION 1.3 INTERPRETATION.

(a) 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 United States generally
accepted accounting principles or regulatory accounting principles, as
applicable.

     (b) 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.

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<PAGE>

     (c) 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.

     (d) 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.

                                  ARTICLE II.
                              DECLARATION OF TRUST;
                            ISSUANCE OF CERTIFICATES

     SECTION 2.1 CONVEYANCE OF MORTGAGE LOANS.

     (a) The Depositor, as of the Closing Date, does hereby assign to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Mortgage
Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 6, 7 and 9
of each Mortgage Loan Purchase Agreement and (iii) all other assets included or
to be included in REMIC I (as described in Section 12.1(a) hereof and the
definition of REMIC I) or in the grantor trust (as described in Section 12.1(b)
hereof). Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans (other than payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date). The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 13.12, is
intended by the parties to constitute a sale. Notwithstanding the foregoing, the
parties hereto acknowledge that each Seller and the Master Servicer are entering
into an agreement on the Closing Date under which the Master Servicer is
purchasing the right to service the Mortgage Loans in accordance with this
Agreement for the consideration set forth therein.

     (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 thereby (with a copy to
the Master Servicer), on or before the Closing Date, the Mortgage File for each
Mortgage Loan so assigned. If a Seller cannot so deliver, or cause to be
delivered, as to any of its Mortgage Loans, the original or a copy of any of the
documents and/or instruments referred to in clauses (ii), (iv), (viii), (xi)(A),
(xi)(B) and (xii) of the definition of "Mortgage File", with (if appropriate)
evidence of recording or filing, as the case may be, thereon, solely because of
a delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, the delivery
requirements of this Section 2.1(b) shall be deemed to have been satisfied as to
such missing item, and such missing item shall be deemed to have been included
in the related Mortgage File, provided that such Seller has delivered to the
Trustee on or before the Closing Date a copy of such document or instrument
(without evidence of recording or filing thereon, but certified (which
certificate may relate to multiple documents

                                       52
<PAGE>

and/or instruments) by such Seller to be a true and complete copy of the
original thereof submitted for recording or filing, as the case may be), and the
Seller shall deliver to or at the direction of the Trustee, promptly following
the receipt thereof, the original of such missing document or instrument (or a
copy thereof) with (if appropriate) evidence of recording or filing, as the case
may be, thereon. If a Seller cannot so deliver, or cause to be delivered, as to
any of its Mortgage Loans, the original or a copy of the related lender's title
insurance policy referred to in clause (ix) of the definition of "Mortgage File"
solely because such policy has not yet been issued, the delivery requirements of
this Section 2.1(b) shall be deemed to be satisfied as to such missing item, and
such missing item shall be deemed to have been included in the related Mortgage
File, provided that such Seller has delivered to the Trustee on or before the
Closing Date a "pro forma" title insurance policy or a commitment for title
insurance "marked-up" at the closing of such Mortgage Loan, and such Seller
shall deliver to or at the direction of the Trustee, promptly following the
receipt thereof, the original related lender's title insurance policy (or a copy
thereof). In addition, notwithstanding anything to the contrary contained
herein, if there exists with respect to any group of related
Cross-Collateralized Mortgage Loans only one original of any document referred
to in the definition of "Mortgage File" covering all the Mortgage Loans in such
group, then the inclusion of the original of such document in the Mortgage File
for any of the Mortgage Loans in such group shall be deemed an inclusion of such
original in the Mortgage File for each such Mortgage Loan. None of the Trustee,
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).

     If any Mortgage File contains an original letter of credit, the Trustee or
Custodian shall hold such letter of credit in a custodial capacity only, and
shall have no obligation to maintain, extend the term of, enforce or otherwise
pursue any rights under such letter of credit. The Depositor shall use its best
efforts, in accordance with the terms of such letter of credit, to cause the
Trustee to become the beneficiary of any letter of credit that secures a
Mortgage Loan.

     Notwithstanding the foregoing, the failure to deliver the originals or
copies of any of the documents or instruments referred to in clauses (ii), (iv),
(viii), (ix), (xi)(A), (xi)(B) and (xii) of the definition of "Mortgage File"
shall constitute a Material Defect in respect of the related Mortgage Loan under
Section 2.3 hereof if not delivered within 180 days following the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the Seller has
provided the Trustee with evidence of such recording or filing, as the case may
be, or has certified to the Trustee in writing as to the occurrence of such
recording or filing, as the case may be, and is, as certified to the Trustee no
less often than quarterly, in good faith attempting to obtain from the
appropriate county recorder's or filing office such original or copy).

     If any of the endorsements referred to in clause (i) of the definition of
"Mortgage File", or any of the assignments referred to in clauses (iii), (v),
(vii), (x)(B) and (xi)(B) of the definition of "Mortgage File", are delivered to
the Trustee in blank, the Trustee shall be responsible for completing the
related endorsement or assignment in the name of the Trustee (in such capacity).

                                       53
<PAGE>

     (c) The Trustee shall, as to each Mortgage Loan, at the expense of the
related Seller, promptly (and in any event within 75 days after the later of (i)
the Closing Date (or, in the case of a Replacement Mortgage Loan substituted as
contemplated in Section 2.3, after the related date of substitution) and (ii)
the date on which all recording information necessary to complete the subject
document is received by the Trustee), cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, as appropriate, each assignment to the
Trustee referred to in clauses (iii), (v), (vii)(to the extent the related
security agreement was recorded), (x)(B)(to the extent the related guaranty was
recorded) and (xi)(B) of the definition of "Mortgage File", to the extent
delivered to the Trustee. Each such assignment shall reflect that it should be
returned by the public recording office to the Trustee or its designee following
recording or filing (and the Trustee shall deliver a copy thereof to the Master
Servicer); provided that in those instances where the public recording office
retains the original assignment of Mortgage, assignment of Assignment of Leases,
or assignment of security agreement the Trustee shall obtain therefrom at the
expense of the related Seller a certified copy of the recorded original. If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, the Trustee shall promptly prepare and
file or record or cause to be prepared and filed or recorded, a substitute
therefor or cure such defect, as the case may be, at the expense of the related
Seller.

     (d) All documents and records in the possession of the Depositor or the
Sellers that relate to the Mortgage Loans and that are not required to be a part
of a Mortgage File in accordance with the definition thereof, together with all
Escrow Payments and Reserve Funds in the possession of the Depositor or the
Sellers with respect to the Mortgage Loans, shall be delivered to the Master
Servicer on or before the Closing Date and shall be held by the Master Servicer
on behalf of the Trustee in trust for the benefit of the Certificateholders.

     (e) In connection with the Depositor's assignment pursuant to Section
2.1(a) above, the Depositor shall deliver to the Trustee and the Master Servicer
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.

     (f) The Depositor shall, as to each Mortgage Loan that is secured by the
interest of the related Mortgagor under a ground lease, at its own expense,
promptly (and in any event within 45 days of the Closing Date) notify the
related ground lessor of the transfer of such Mortgage Loan to the Trust Fund
pursuant to this Agreement and inform such ground lessor that any notices of
default under the related ground lease should thereafter be forwarded to the
Master Servicer.

     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 other REMIC
I assets, (iii) the REMIC II assets and (iv) the REMIC III assets, in each case,
in trust for the use and benefit of all present and future Certificateholders,
and will hold the grantor trust assets for the use and benefit of present and
future Class N Certificateholders.

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<PAGE>

     Upon execution and delivery of this Agreement in respect of the Initial
Certification, and within 75 days after the execution and delivery of this
Agreement in respect of the Final Certification, the Trustee shall examine the
Mortgage Files in its possession, and shall deliver to the Depositor, the Master
Servicer, the Special Servicer and each Seller 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) stating, (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 to
Mortgage File delivery attached thereto, 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"; and (ii) in the
case of the Final Certification, as to each Mortgage Loan listed in the Mortgage
Loan Schedule, except as may be certified in the schedule of exceptions to
Mortgage File delivery attached thereto, that (W) all documents specified in
clauses (i), (ii), (iii), (ix), (xi), (xii) (to the extent it relates to the
foregoing), (xiii) and (xvi) (to the extent it relates to the foregoing) are in
its possession, (X) all documents delivered to it or a Custodian as part of the
related Mortgage File have been reviewed by it or such Custodian and have not
been materially mutilated, damaged, defaced, torn or otherwise physically
altered, and such documents relate to such Mortgage Loan, (Y) based on its
examination and only as to the foregoing documents, the street address of the
Mortgaged Property (but not the zip code) and the name of the Mortgagor set
forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately
reflects the information contained in the documents in the Mortgage File and (Z)
each Mortgage Note has been endorsed and each Mortgage has been assigned as
provided in clauses (i) and (iii), respectively, of the definition of "Mortgage
File." The Trustee shall deliver to the Master Servicer, the Special Servicer
and each Seller (as to its respective Mortgage Loans only), the Operating
Adviser and the Majority Certificateholder of the Controlling Class, a copy of
such Final Certification. Within 180 days after the Cut-off Date, the Trustee
shall provide a confirmation to the Master Servicer, the Special Servicer and
each Seller of receipt or non-receipt of recorded Assignments of Mortgage. 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 or letter of
credit; provided that to the extent the Depositor has notified the Trustee in
writing that any particular documents are to be included in a particular
Mortgage File, the Trustee shall confirm that such documents are included in
such Mortgage File.

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

                                       55
<PAGE>

     SECTION 2.3 SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND
BREACHES OF REPRESENTATIONS AND WARRANTIES.

     (a) If any party hereto discovers that any document constituting a part of
a Mortgage File has a Material Defect, or discovers or receives notice of a
breach of any representation, warranty or covenant relating to any Mortgage Loan
set forth in the related Mortgage Loan Purchase Agreement, as the case may be,
that may give rise to a repurchase obligation on the part of the related Seller
(a "BREACH"), such party shall give prompt written notice to the other parties
hereto. Promptly upon discovering or receiving notice of any such Material
Defect or Breach, the Trustee shall request that the related Seller within the
time period provided for in the related Mortgage Loan Purchase Agreement cure
such Material Defect or Breach, as the case may be, in all material respects or
repurchase the affected Mortgage Loan for a cash amount equal to the applicable
Purchase Price, all in accordance with the related Mortgage Loan Purchase
Agreement; provided, however, that, in lieu of effecting any such repurchase, a
Seller will be permitted to deliver a Qualifying Substitute Mortgage Loan and to
pay a cash amount equal to the applicable Substitution Shortfall Amount, subject
to the terms and conditions of the related Mortgage Loan Purchase Agreement and
this Agreement.

     A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT"
if (a) any document required to be included in the Mortgage File is not in the
Trustee's possession within the time required to be delivered, (b) such document
has been mutilated, damaged, defaced, torn or otherwise physically altered in
any material respect at the time of its delivery to the Trustee, (c) the
information referred to in clause (Y) of Section 2.2 that is set forth in the
Mortgage Loan Schedule respecting such Mortgage Loan differs from the
information contained in the documents in the Mortgage File, or (d) the related
Mortgage Note has not been endorsed or the related Mortgage has not been
assigned, or the related assignment of Mortgage has not been delivered as
provided in Section 2.1 hereof. Nothing contained herein shall be construed to
obligate the Trustee to review any Mortgage File, or any part thereof, except as
required by Section 2.2 hereof.

     As to any Qualifying Substitute Mortgage Loan, the Trustee shall direct the
related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage
Loan (with a copy to the Master Servicer), the related Mortgage File with the
related Mortgage Note endorsed as required by clause (i) of the definition of
"Mortgage File." 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 after the related date of substitution, and
Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off
Date and on or prior to the related date of substitution, shall be part of the
Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage
Loans on or prior to the related date of substitution, and Monthly Payments due
with respect to Deleted Mortgage Loans after the related date of substitution,
shall not be part of the Trust Fund and will be remitted by the Master Servicer
to the related Seller promptly following receipt.

     In any month in which a Seller substitutes one or more Qualifying
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the applicable Substitution Shortfall Amount. The
Trustee shall direct such Seller to deposit cash

                                       56
<PAGE>

equal to such amount into the Collection Account concurrently with the delivery
of the Mortgage File for the Qualifying Substitute Mortgage Loan, without any
reimbursement thereof. The Master Servicer shall give written notice to the
Trustee of such deposit promptly following the occurrence thereof.

     If the affected Mortgage Loan is to be repurchased, the Trustee shall
designate the Collection 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.

     The Trustee shall direct the related Seller to amend the Mortgage Loan
Schedule to reflect the removal of each Deleted Mortgage Loan and, if
applicable, the substitution of the Qualifying Substitute Mortgage Loan; and,
upon such amendment, the Trustee shall deliver or cause the delivery of such
amended Mortgage Loan Schedule to the other parties hereto. Upon any such
substitution, the Qualifying Substitute Mortgage Loan shall be subject to the
terms of this Agreement in all respects.

     (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 promptly tender to the related Seller (on a
servicing released basis), 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 by the Trustee (or the Master
Servicer on behalf of the Trustee) to the extent necessary or appropriate to the
related Seller, or its designee in the same manner, and pursuant to appropriate
forms of assignment (to be provided by the Master Servicer), 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.

     (c) The Mortgage Loan Purchase Agreements and this Section 2.3 provide the
sole remedies available to the Certificateholders, or the Trustee on behalf of
the Certificateholders, respecting any Material Defect or Breach.

     SECTION 2.4 REPRESENTATIONS AND WARRANTIES. The Depositor hereby represents
and warrants to the Master Servicer, the Special Servicer, the Fiscal Agent and
the Trustee as of the Closing Date that:

            (i) 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;

            (ii) 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

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<PAGE>

     transactions herein contemplated, nor compliance with the provisions
     hereof, will conflict with or result in a breach of, or constitute a
     default under, (A) any of the provisions of any law, governmental rule,
     regulation, judgment, decree or order binding on the Depositor or its
     properties that would material and adversely affect the Depositor's ability
     to perform its obligations under this Agreement; (B) the certificate of
     incorporation or bylaws of the Depositor; or (C) the terms of any agreement
     or instrument to which the Depositor is a party or by which it is bound;
     the Depositor is not 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 the ability of
     the Depositor to perform its obligations under this Agreement;

            (iii) 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, any state, federal or other governmental authority or
     agency, except such as has been obtained, given, effected or taken in order
     for the Depositor to perform its obligations hereunder;

            (iv) This Agreement has been duly executed and delivered by the
     Depositor and, assuming due authorization, execution and delivery by the
     other parties hereto, constitutes a valid and binding obligation of the
     Depositor enforceable against it in accordance with its terms subject, as
     to enforcement of remedies, (A) to applicable bankruptcy, reorganization,
     insolvency, moratorium and other similar laws affecting creditors' rights
     generally as from time to time in efect, (B) to general principles of
     equity (regardless of whether such enforceability is considered in a
     proceeding in equity or at law) and (C) to public policy considerations
     underlying the securities laws to the extent that such considerations limit
     the enforceability of the provisions of this Agreement that purport to
     provide for indemnification for securities law violations;

            (v) 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, with respect to any of the
     transactions contemplated by this Agreement, respect to any other matter
     that 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 its ability to perform its obligations under this
     Agreement; and

            (vi) 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.

     SECTION 2.5 CONVEYANCE OF INTERESTS. Concurrently with the execution and
delivery of this Agreement, 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

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<PAGE>

Depositor in and to (i) the REMIC I Regular Interests in exchange for the REMIC
II Interests, (ii) the REMIC II Regular Interests in exchange for the REMIC III
Certificates, and (iii) the assets of the grantor trust in exchange for the 100%
beneficial ownership interest therein represented by the Class N Certificates.

                                  ARTICLE III.
                                THE CERTIFICATES

     SECTION 3.1 THE CERTIFICATES.

     (a) The Certificates shall be in substantially the forms set forth in
Exhibits A-1 through A-16 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 Certificates will be issued in minimum denominations of (i) $25,000
initial Certificate Principal Balance, in the case of the Class A-1 and Class
A-2 Certificates, (ii) $50,000 initial Certificate Principal Balance, in the
case of the Class B Certificates, and (iii) $100,000 initial Certificate
Principal Balance or Certificate Notional Amount, as applicable, in the case of
the remaining Classes of Certificates (other than the Residual Certificates),
and in each case in integral multiples of $1 in excess thereof. The Residual
Certificates will be issued in minimum Percentage Interests of not less than
10%.

     (c) Each Certificate shall be authenticated by the Trustee or 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 certification of authentication
substantially in the form provided for herein, executed by an authorized officer
of the Trustee or the Authenticating Agent, if any, 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 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 Trustee for
authentication, and the Trustee or 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

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<PAGE>

prepare, or cause to be prepared, and deliver, or cause to be delivered, at the
Depositor's expense, any such additional Certificates. With respect to the REMIC
III Regular Certificates, on the Closing Date the Trustee or the Authenticating
Agent upon the order of the Depositor shall authenticate Definitive Certificates
that are issued to a Clearing Agency or its nominee as provided in Section 3.6
against payment of the purchase price thereof in exchange for book-entry credit
to the Depositor's account.

     SECTION 3.2 REGISTRATION. The Trustee initially shall be the registrar (the
"CERTIFICATE REGISTRAR") in respect of the Certificates who 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 Trustee 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 Trustee
and the appointment of a successor trustee. 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 (or
the New York Presenting Office, if any) 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 Trustee shall execute, and the Trustee or
any Authenticating Agent shall authenticate and deliver to the transferee, one
or more new Certificates of the same Class, in authorized denominations, and
evidencing, in the aggregate, the same aggregate Certificate Principal Balance,
Certificate 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 Trustee 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.

     (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 aggregate Certificate Principal Balance, Certificate
Notional Amount or Percentage Interest, as the case may be, as the Certificate
surrendered, upon surrender of the Certificate to be exchanged at the Corporate
Trust Office (or the New York Presenting Office, if any) 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

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<PAGE>

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 Trustee shall execute and the Trustee or the
Authenticating Agent shall authenticate, date and deliver the Certificates that
the Certificateholder making the exchange is entitled to receive.

     (c) All Definitive Certificates that are Privately Offered Certificates
shall initially be Legended Definitive Certificates. By acceptance of a Legended
Definitive Certificate, whether upon original issuance or subsequent transfer,
each Holder of such a Certificate acknowledges the restrictions on the transfer
of such Certificate set forth in the Securities Legend and agrees that it will
transfer such a Certificate only as provided herein.

     The Securities Legend shall appear on the face of the Legended Definitive
Certificates as follows:

   THE CERTIFICATES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
   THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
   OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE
   OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT
   THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
   MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT
   OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
   MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
   REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
   AVAILABLE), OR (3) TO A BUYER WHOM THE SELLER REASONABLY BELIEVES IS AN
   INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),
   (2), (3) or (7) OF REGULATION D OF THE SECURITIES ACT AND (B) IN ACCORDANCE
   WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY
   OTHER APPLICABLE JURISDICTION.

     A transferee shall only be able to take delivery of an Unlegended
Definitive Certificate that is a Privately Offered Certificate if and after the
Depositor submits to the Trustee an Opinion of Counsel of the Depositor stating
that the Securities Legend is not required on such Definitive Certificate by
applicable law. Upon the Depositor submitting such Opinion of Counsel to the
Trustee, the Holder of such Certificate may submit such Certificate to the
Trustee to exchange such Certificate for an Unlegended Definitive Certificate,
which is to be provided by the Depositor, and the Trustee shall satisfy such
request notwithstanding anything else herein to the contrary, and delivery
permitted herein of a Legended Definitive Certificate may be made in the form of
an Unlegended Definitive Certificate.

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<PAGE>

     Except as described below in Sections 3.3(d), 3.3(e) and 3.3(f), no
restrictions to transfer shall apply to the transfer or registration of transfer
of an Unlegended Definitive Certificate to a transferee that takes delivery in
the form of an Unlegended Definitive Certificate.

     (d)

            (i) No transfer of a Senior Certificate shall be made unless in
   accordance with the prohibited transaction rules of ERISA and Section 4975 of
   the Code and the terms of the Exemption as described in the Prospectus
   Supplement under "ERISA Considerations". No employee benefit plan or other
   plan that is subject to ERISA or Section 4975 of the Code (each, a "PLAN") as
   to which the Initial Purchaser, the Depositor, the Master Servicer, the
   Special Servicer, the Fiscal Agent, the Operating Adviser or the Trustee is a
   party in interest or disqualified person, and no QIB acting on behalf of or
   with "plan assets" of any such Plan, may acquire such Certificates unless
   pursuant to a statutory exemption or any of the administrative exemptions
   issued by the U.S. Department of Labor, such that the acquisition and holding
   of Senior Certificates by, on behalf of or with "plan assets" of such Plan
   would not constitute or result in a non-exempt prohibited transaction under
   ERISA or Section 4975 of the Code by reason of the application of one or more
   of the statutory or administrative exemptions from the prohibited transaction
   rules described in the Memorandum.

            (ii) No transfer of a Subordinate Certificate shall be made unless
   the acquirer (i) is not a Plan and is not using "plan assets" of any Plan to
   acquire such Certificates, or (ii) is an insurance company investing solely
   assets of its general account and such purchase and holding of such
   Certificates will not result in a non-exempt prohibited transaction under
   ERISA or Section 4975 of the Code.

     (e) No transfer, sale, pledge or other disposition of any Privately Offered
Certificate or interest therein shall be made unless that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws. If a transfer of any Privately Offered 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 Privately Offered 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 Trustee 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 Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such). If a
transfer of any interest in a Privately Offered Certificate that constitutes

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<PAGE>

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 Privately Offered 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 Trustee, the Master Servicer, the
Special Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Privately Offered 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 qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer of Privately Offered
Certificates or interests therein shall, and does hereby agree to, indemnify the
Trust, the Depositor, the Underwriter, the Trustee, the Fiscal Agent, the Master
Servicer, the Special Servicer 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.

     (f)

            (i) No Residual Certificate may be held or beneficially owned by a
   Disqualified Organization. The Residual Certificates shall not be held or
   beneficially owned by a non-United States Person. Prior to the registration
   of any transfer, sale, pledge or other disposition of a Residual Certificate,
   the proposed transferee shall provide to the Trustee a Transfer Affidavit and
   Agreement in substantially the form set forth in Exhibit F, to the effect
   that such transferee (1) agrees to be bound by the terms of this Agreement
   and any restrictions set forth on the face of such Residual Certificate, as
   the case may be, and (2) is not a Disqualified Organization or a non-United
   States Person and will not hold such Residual Certificate on behalf of a
   Disqualified Organization or non-United States Person, and will promptly
   notify the Trustee of any change or impending change in its status as such.
   The transferor of the Residual Certificate shall also provide the Trustee
   with a Transferor Certificate substantially in the form of Exhibit E.

            (ii) In addition, any transfer, sale, pledge or other disposition of
   any such Certificate to a Pass-Through Entity shall not be registered (to the
   extent the Certificate Registrar has actual knowledge that the transferee is
   a Pass-Through Entity), unless the proposed transferee shall have agreed in
   writing, in such form as the Trustee may require, to provide to the Trustee
   such information as the Trustee may reasonably require concerning any record
   interest holder or principal of such Pass-Through Entity who is or was a
   Disqualified Organization. Any Holder of a Residual Certificate, by its
   acceptance thereof, shall be deemed for all purposes to have consented to the
   provisions of this Section 3.3(f).

            (iii) The restrictions described in this Section 3.3(f) shall not
   apply to a transfer of any such Certificate if the Trustee has received an
   Opinion of Counsel to the effect that the restrictions described in this
   Section 3.3(f) are not necessary to avoid the

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<PAGE>

   imposition of tax on a REMIC or the disqualification of any REMIC as a REMIC
   under the Code.

            (iv) (A) If any Disqualified Organization shall become a Holder of a
   Residual Certificate, then the last-preceding non-Disqualified Organization
   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. If a non-United States Person shall
   become a holder of a Residual Certificate, then the last-preceding United
   States Person 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. If a transfer of
   a Residual Certificate is disregarded pursuant to the provisions of Treasury
   Regulations Section 1.860E-1 or Section 1.860G-3, then the last-preceding
   Permitted Transferee 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. The Trustee shall
   be under no liability to any Person for any registration of transfer of a
   Residual Certificate that is in fact not permitted by this Section 3.3(f) 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.

     (2) (B) If any purported transferee shall become a Holder of a Residual
Certificate in violation of the restrictions in this Section 3.3(f) and to the
extent that the retroactive restoration of the rights of the Holder of such
Residual Certificate as described in clause (iv)(A) 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, to sell such
Residual Certificate to a purchaser selected by the Trustee on such terms as the
Trustee may choose. Such purported transferee shall promptly endorse and deliver
each Residual Certificate in accordance with the instructions of the Trustee.
Such purchaser may be the Trustee itself or any Affiliate of the Trustee. The
proceeds of such sale, net of the commissions (which may include commissions
payable to the Trustee or its Affiliates), expenses and taxes due, if any, will
be remitted by the Trustee to such purported transferee. The terms and
conditions of any sale under this clause (iv)(B) shall be determined in the sole
discretion of the Trustee, and the Trustee shall not be liable to any Person
having an ownership interest in a Residual Certificate as a result of its
exercise of such discretion.

            (i) Trustee shall make available 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 a Disqualified
   Organization, including the information regarding "excess inclusions" of such
   Residual Certificates required to be provided to the Internal Revenue Service
   and certain Persons as described in Treasury Regulations Sections
   1.860D-1(b)(5) and 1.860E-2(a)(5), 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

                                       64
<PAGE>

   Person who is a Disqualified Organization. Reasonable compensation for
   providing such information may be required by the Trustee from such Person.

     (g) Each investor purchasing Privately Offered Certificates from either
Underwriter will be deemed to have represented and agreed as follows (terms used
herein that are defined in Rule 144A or in Regulation D under the Securities Act
("REGULATION D") are used herein as defined therein):

            (i) The investor understands that the Certificates have not been
   registered under the Securities Act, and that if in the future it decides to
   offer, resell, pledge or otherwise transfer such Certificates within two
   years after the later of the original issuance of such Certificates or the
   last date on which such Certificates are held by an affiliate of the
   Depositor, it will do so only (i) to the Depositor, (ii) to a person that the
   seller reasonably believes is a QIB in a transaction meeting the requirements
   of Rule 144A, (iii) pursuant to an exemption from registration under the
   Securities Act provided by Rule 144 thereunder (if available), or (iv) in
   certificated form to an Institutional Accredited Investor that delivers to
   the Trustee a letter in the form of Exhibit D-2B hereto and such
   certifications, legal opinions and other information as the Trustee may
   reasonably require to confirm that the proposed transfer is being made
   pursuant to an exemption from, or in a transaction not subject to, the
   registration requirements of the Securities Act, and in each case in
   accordance with any applicable securities laws of any state of the United
   States or any other applicable jurisdiction.

            (ii) The investor understands that the Certificates, except for the
   Residual Certificates, will be issued only in the form of Book-Entry
   Certificates, which will be held by the Custodian. Purchasers of such
   Certificates will acquire beneficial interests in the Book-Entry
   Certificates, which interests will be held directly or indirectly through
   Participants.

            (iii) The investor understands that Certificates will bear a
   Securities Legend unless the Depositor determines otherwise consistent with
   applicable law.

     The Senior Certificates will also bear the following additional legend:

   NOTWITHSTANDING THE ABOVE, IF THE TRANSFEREE OF THIS CERTIFICATE IS AN
   EMPLOYEE BENEFIT OR OTHER 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 SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN
   TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN
   ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
   REGULATION D OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
   "SECURITIES ACT").

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<PAGE>

     The Subordinate Certificates will also bear the following legend:

   NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
   OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT OR OTHER PLAN
   SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
   INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
   INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING
   ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS
   CERTIFICATE, EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS
   GENERAL ACCOUNT, WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
   THE PURCHASE AND OWNERSHIP OF THE CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT
   PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE.

     The Residual Certificates will also bear the following additional legend:

   THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
   "DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE INTERNAL REVENUE CODE
   OF 1986, AS AMENDED.

            (iv) The investor is either (A) a QIB purchasing for its own account
   or for the account of another QIB and it and such other Person are aware that
   the sale to it is being made in reliance on Rule 144A or (B) an Institutional
   Accredited Investor and is purchasing the Certificates for its own account or
   for an account with respect to which it exercises sole investment discretion.

            (v) If the investor is a QIB, the investor understands that the
   Certificates offered in reliance on Rule 144A will be represented by the
   Book-Entry Certificates. Before any interest in the Book-Entry Certificates
   may be offered, sold, pledged or otherwise transferred to an Institutional
   Accredited Investor, the transferee will be required to provide the Trustee
   with a Purchaser's Letter in the form attached hereto as Exhibit D-3A as to
   compliance with the transfer restrictions referred to above.

            (vi) The investor will deliver to each Institutional Accredited
   Investor to whom it transfers Certificates notice of any restrictions on
   transfer of such Certificates.

            (vii) If the investor is acquiring Senior Certificates, it
   understands that, in accordance with the prohibited transaction rules of
   ERISA and Section 4975 of the Code and the terms of the Exemptions (as such
   term is defined and described under the heading "ERISA CONSIDERATIONS" in the
   Prospectus Supplement), no Plan as to which either Underwriter, the
   Depositor, the Master Servicer, the Special Servicer, the Operating Adviser
   or the Trustee is a party in interest or disqualified person, and no
   qualified institutional buyer acting on behalf of or with "plan assets" of
   any such Plan, may acquire such Certificates unless pursuant to a statutory
   exemption or any of the


                                       66
<PAGE>

   administrative exemptions issued by the U.S. Department of Labor, such that
   the acquisition and holding of Senior Certificates by, on behalf of or with
   "plan assets" of such Plan would not constitute or result in a non-exempt
   prohibited transaction under ERISA or Section 4975 of the Code by reason of
   the application of one or more of the statutory or administrative exemptions
   from the prohibited transaction rules described herein.

            (viii) If the investor is acquiring Subordinate or Residual
   Certificates, (i) it is not a Plan and is not using "plan assets" of any Plan
   to acquire such Certificates and (ii) if it is an insurance company, it is
   investing solely assets of its general account, and it shall be deemed to
   have represented and warranted that the purchase and holding of such
   Certificates will not constitute or result in a non-exempt prohibited
   transaction under ERISA or Section 4975 of the Code.

            (ix) If the investor is acquiring any Privately Offered Certificate
   as a fiduciary or agent for one or more investor accounts, it represents that
   it has sole investment discretion with respect to such account and that it
   has full power to make the acknowledgments, representations and agreements
   contained herein on behalf of each such account.

            (x) The investor acknowledges that the Depositor, the Underwriters,
   the Trustee, the Fiscal Agent and others will rely on the truth and accuracy
   of the foregoing acknowledgments, representations and agreements, and agrees
   that if any of the foregoing representations and agreements deemed to have
   been made by it by its purchase are no longer accurate, it shall promptly
   notify the Depositor and the Underwriters.

            (xi) Each original purchaser of the Certificates will be required to
   sign a Purchaser's Letter in the form attached as Exhibit D-2A, D-2B, D-3A or
   D-3B hereto.

            (xii) The Trustee shall have no 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
   Trustee 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 this Section 3.3.

     SECTION 3.4 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (a) any
mutilated Certificate is surrendered to the Trustee, or the Trustee 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 Trustee such security or indemnity as may
be required by it to save it harmless, then, in the absence of notice to the
Trustee that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute, 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 Trustee 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

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expenses (including the fees and expenses of the Trustee) 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 Depositor, the Master Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Operating Adviser and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee or the Operating Adviser may treat the Person in whose name any
Certificate is registered 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 Trustee,
the Fiscal Agent, the Operating Adviser nor any agent of the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee or the Operating Adviser
shall be affected by any notice to the contrary.

     SECTION 3.6 BOOK-ENTRY CERTIFICATES.

     (a) Notwithstanding the foregoing, each Class of REMIC III Regular
Certificates, upon original issuance, shall be issued in the form of one or more
physical certificates (collectively, as to any Class of Book-Entry Certificates,
a "GLOBAL CERTIFICATE") representing such Class, to be delivered to the Trustee,
as custodian for The Depository Trust Company (the "DEPOSITORY"), the initial
Clearing Agency, by, or on behalf of, the Depositor. The Global 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 Book-Entry Certificates, except as provided
in Section 3.8. Unless and until Definitive Certificates have been issued to the
Certificate Owners pursuant to Section 3.8:

            (i) the provisions of this Section 3.6 shall be in full force and
   effect with respect to each such Class;

            (ii) the Depositor, the Master Servicer, 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 3.6 conflict
   with any other provisions of this Agreement, the provisions of this Section
   3.6 shall control with respect to each such Class; and

            (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, the Participants and/or the
   Indirect Participants. Pursuant to the Depository Agreement, unless and until
   Certificates are issued in respect of such Classes pursuant to Section 3.8,
   the initial Clearing Agency will make book-entry transfers among

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   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 (and, in the
case of the Class X Certificates, notional) amount of Certificates, such
direction or consent may be given in respect of such Classes by the Clearing
Agency at the direction of Certificate Owners owning Certificates evidencing the
requisite percentage of principal (and, in the case of the Class X Certificates,
notional) 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.

     SECTION 3.7 NOTICES TO CLEARING AGENCY. Whenever a 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 3.8, the Trustee 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 3.8 DEFINITIVE CERTIFICATES.

     (a) Definitive Certificates will be issued to the owners of beneficial
interests in a Class of Book-Entry Certificates or their nominees if (i) the
Depository notifies the Depositor and the Trustee in writing that the Depository
is unwilling or unable to continue as Clearing Agency for the Book-Entry
Certificates and a qualifying successor Clearing Agency is not appointed by the
Depositor within 90 days thereof, (ii) the Depositor, at its option, elects to
terminate the book-entry system through the Clearing Agency or (iii) an Event of
Default shall have occurred and is continuing and Holders of Book-Entry
Certificates entitled to at least 51% of the Voting Rights thereof advise the
Depository and the Trustee in writing that the continuation of the book-entry
system through the Depository (or a successor thereto) is no longer in the best
interest of Certificateholders. Upon notice of the occurrence of either of the
events described in the preceding sentence, the Trustee shall notify all
Certificate Owners, through the Clearing Agency, of the occurrence of the event
and of the availability of Definitive Certificates to such Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Clearing Agency, accompanied by registration instructions
from the Clearing Agency for registration, the Trustee shall execute,
authenticate and deliver the Definitive Certificates. None of the Depositor, the
Fiscal Agent or the Trustee 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 Trustee, to the extent
applicable with respect to such Definitive Certificates, and the Trustee shall
recognize the Holders of Definitive Certificates as Certificateholders
hereunder.

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

                                  ARTICLE IV.
                                    ADVANCES

     SECTION 4.1 P&I ADVANCES BY MASTER SERVICER.

     (a) On or before 1:00 p.m., New York City time, on each P&I Advance Date,
the Master Servicer shall, subject to Section 4.4, either (i) deposit into the
Distribution Account from its own funds an amount equal to the aggregate amount
of P&I Advances, if any, to be made in respect of the related Distribution Date,
(ii) apply amounts held in the Collection Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make P&I Advances, or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made. Any
amounts held in the Collection Account for future distribution and so used to
make P&I Advances shall be appropriately reflected in the Master Servicer's
records and advanced by the Master Servicer by deposit in the Collection Account
on or before the next succeeding Determination Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent
principal and interest in respect of which such P&I Advances were made). If, as
of 3:00 p.m., New York City time, on any P&I Advance Date, the Master Servicer
shall not have made any P&I Advance required to be made on such date pursuant to
this Section 4.1(a) (and shall not have delivered to the Trustee the requisite
Officer's Certificate and documentation related to a determination of
nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (816) 435-2326 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone no. (816) 435-5000 (or such alternative number provided by the Master
Servicer to the Trustee in writing) as soon as possible, but in any event before
5:00 p.m., New York City time, on such P&I Advance Date.

     (b) The aggregate amount of P&I Advances to be made by the Master Servicer
in respect of the Mortgage Loans (including without limitation Balloon Mortgage
Loans delinquent as to their respective Balloon Payments and REO Mortgage Loans)
for any Distribution Date shall equal, subject to Section 4.4 below, the
aggregate of all Monthly Payments (other than Balloon Payments) and any Assumed
Monthly Payments, in each case net of any related Master Servicing Fee and
Workout Fee, that were due or deemed due, as the case may be, in respect thereof
on their respective Due Dates during the related Collection Period and that were
not paid by or on behalf of the related Mortgagors or otherwise collected as of
the close of business on the Business Day immediately preceding the P&I Advance
Date, or otherwise offset as provided in Section 4.1(a) by amounts held in the
Collection Account for future distribution to Certificateholders; provided that,
if an Appraisal Reduction has occurred (and for so long as it exists) with
respect to any Required Appraisal Loan, then, in the event of subsequent
delinquencies thereon, the amount of the P&I Advance in respect of such Required
Appraisal Loan for the related Distribution Date shall be reduced to an amount
equal to the product of (i) the amount of the P&I Advance for such Required
Appraisal Loan for such Distribution Date

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without regard to this proviso, multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which is equal to the Stated Principal Balance of
such Required Appraisal Loan immediately prior to such Distribution Date, net of
the related Appraisal Reduction, if any, and the denominator of which is equal
to the Stated Principal Balance of such Required Appraisal Loan immediately
prior to such Distribution Date. Notwithstanding the foregoing, the Master
Servicer will not be required to advance Penalty Charges, Default Interest, Late
Fees, Excess Interest or Prepayment Premiums or Yield Maintenance Charges.

     SECTION 4.2 SERVICING ADVANCES.

     (a) The Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent shall each make Servicing Advances to the extent provided in this
Agreement, except to the extent that the Master Servicer, the Special Servicer,
the Trustee or the Fiscal Agent determines, as applicable, in accordance with
Section 4.4 below, that any such Servicing Advance would be a Nonrecoverable
Advance. Any such determination by the Master Servicer or the Special Servicer
shall be conclusive and binding on the Trustee, the Fiscal Agent and the
Certificateholders.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
if the Special Servicer is required under this Agreement to make any Servicing
Advance but does not desire to do so, the Special Servicer may, in its sole
discretion, on five Business Days notice (or such lesser period as shall be
reasonably requested by the Special Servicer) request that the Master Servicer
make such Servicing Advance, such request to be made in writing, not more
frequently than once every calendar month and in a timely manner that does not
materially and adversely affect the interests of any Certificateholder and to be
accompanied by such additional information regarding the circumstances
surrounding such Servicing Advance as the Master Servicer may reasonably
request. Subject to the following paragraph, the Master Servicer shall have the
obligation to make any such Servicing Advance that it is requested by the
Special Servicer to make within ten (10) days of the Master Servicer's receipt
of such request, except Emergency Advances, which shall be made by the Master
Servicer within five Business Days of the request by the Special Servicer (or
such lesser period as shall be reasonably requested by the Special Servicer).
The Special Servicer shall be relieved of any obligations with respect to a
Servicing Advance that it requests the Master Servicer to make (regardless of
whether or not the Master Servicer shall make such Advance). The Master Servicer
shall be entitled to reimbursement for any Servicing Advance made by it at the
direction of the Special Servicer, together with Advance Interest thereon, at
the same time, in the same manner and to the same extent as the Master Servicer
is entitled with respect to any other Servicing Advance made thereby.

     Notwithstanding the foregoing provisions of this Section 4.2(b), the Master
Servicer shall not be required to make at the Special Servicer's direction, or
to reimburse the Special Servicer for, any Servicing Advance if the Master
Servicer determines (in its good faith and reasonable judgment) that the
Servicing Advance which the Special Servicer is requesting the Master Servicer
to make or to reimburse to the Special Servicer hereunder, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
or would be, if made, a Nonrecoverable Servicing Advance. The Master Servicer
shall notify the Special

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<PAGE>

Servicer in writing of such determination. Such notice shall not obligate the
Special Servicer to make any such proposed Servicing Advance. The Special
Servicer shall promptly provide the Master Servicer with any information that
comes into its possession that constitutes evidence that any future Advances
made with respect to any Mortgage Loan or REO Property would be Nonrecoverable
Advances.

     SECTION 4.3 ADVANCES BY TRUSTEE.

     (a) To the extent that the Master Servicer fails to make a P&I Advance by
11:00 a.m. New York City time on the Business Day following the related P&I
Advance Date (other than a P&I Advance that the Master Servicer determines is a
Nonrecoverable Advance), the Trustee shall make such P&I Advance unless the
Trustee determines that such P&I Advance, if made, would be a Nonrecoverable
Advance. To the extent that the Trustee is required hereunder to make P&I
Advances, it shall deposit the amount thereof in the Distribution Account on the
relevant Distribution Date.

     (b) To the extent that the Trustee fails to make a P&I Advance required to
be made by the Trustee hereunder by 12:00 p.m., New York City time, on any
Distribution Date (other than a P&I Advance that the Trustee determines is or
would be a Nonrecoverable Advance), 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, it shall deposit the amount thereof in
the Distribution Account on such Distribution Date.

     (c) To the extent that the Master Servicer or Special Servicer fails to
make a Servicing Advance by the fifteenth day after such Servicing Advance is
required to be made (other than a Servicing Advance that the Master Servicer or
Special Servicer determines is or would be a Nonrecoverable Advance), if the
Trustee has actual knowledge of such failure, the Trustee will be required to
give the defaulting party notice of such failure and, if such failure continues
for three (3) more Business Days, the Trustee shall make such Servicing Advance
unless the Trustee determines that such Servicing Advance, if made, would be a
Nonrecoverable Advance.

     (d) 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 actual knowledge of such failure pursuant to subsection (c)
above, that such Servicing Advance has not been made by the Master Servicer
(other than a Servicing Advance that the Trustee determines is or would 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.

     (e) 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.

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     SECTION 4.4 EVIDENCE OF NONRECOVERABILITY. Notwithstanding anything herein
to the contrary, no Advance shall be required to be made hereunder if such
Advance would, if made, constitute a Nonrecoverable Advance. In addition,
Nonrecoverable Advances shall be reimbursable pursuant to Section 5.2 out of
general collections on the Mortgage Loans and REO Properties on deposit in the
Collection Account. The determination by the Master Servicer, the Special
Servicer or, if applicable, the Trustee or the Fiscal Agent, that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate delivered
promptly (and, in any event, in the case of a proposed P&I Advance to be made by
the Master Servicer, no less than one Business Day prior to the related P&I
Advance Date) to the Trustee (or, if applicable, retained thereby) and the
Depositor, setting forth the basis for such determination, together with (if
such determination is prior to the liquidation of the related Mortgage Loan or
REO Property) a copy of an Appraisal or internal evaluation of the related
Mortgaged Property or REO Property, as the case may be, which shall have been
performed within the twelve months preceding such determination, and further
accompanied by any other information that the Master Servicer or the Special
Servicer may have obtained and that supports such determination. If such an
Appraisal or internal evaluation shall not have been required and performed
pursuant to the terms of this Agreement, the Master Servicer or the Special
Servicer, as the case may be, may, subject to its reasonable and good faith
determination that such Appraisal will demonstrate the nonrecoverability of the
related Advance, obtain an Appraisal for such purpose at the expense of the
Trust payable out of the Collection Account. The Trustee and the Fiscal Agent
shall each be entitled to rely on any determination of nonrecoverability that
may have been made by the Master Servicer or the Special Servicer with respect
to a particular Advance, the Master Servicer shall be entitled to rely on any
determination of nonrecoverability that may have been made by the Special
Servicer with respect to a particular Advance and shall have no obligation to
make a separate determination of recoverability, and the Special Servicer shall
be entitled to rely on any determination of nonrecoverability that may have been
made by the Master Servicer with respect to a particular Advance and shall have
no obligation to make a separate determination of recoverability.

     SECTION 4.5 ADVANCE INTEREST. The Master Servicer, the Special Servicer,
the Trustee and the Fiscal Agent shall each be entitled to receive interest at
the Advance Rate in effect from time to time, accrued on the amount of each
Advance made thereby (out of its own funds) for so long as such Advance is
outstanding, payable: first, out of Penalty Charges actually collected by the
Master Servicer or the Special Servicer in respect of the related Mortgage Loan
(including, without limitation, an REO Mortgage Loan as to which such P&I
Advance was made) or second, if such amounts are insufficient, out of general
collections on the Mortgage Loans and REO Properties in the Collection Account.
Notwithstanding the foregoing, neither the Master Servicer nor any other party
shall be entitled to interest accrued on the amount of any P&I Advance made with
respect to Mortgage Loan Number 99-5-117, 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 Monthly Payment
expires pursuant to the related Mortgage Loan documents.

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                                   ARTICLE V.
                    COLLECTION ACCOUNT; DISTRIBUTION ACCOUNT;
                             CERTAIN TRUSTEE REPORTS

     SECTION 5.1 COLLECTION ACCOUNT.

     (a) The Master Servicer shall open, on or prior to the Closing Date, and
shall thereafter maintain a segregated account (the "COLLECTION ACCOUNT") solely
with respect to this Agreement, entitled "Midland Loan Services, Inc., as Master
Servicer for LaSalle Bank National Association, as Trustee for the Holders of
Heller Financial Commercial Mortgage Asset Corp., Mortgage Pass-Through
Certificates, Series 2000 PH-1, Collection Account." The Collection Account
shall be an Eligible Account.

     (b) On or prior to the date the Master Servicer shall first deposit funds
in the Collection Account, the Master Servicer shall give to the Trustee prior
written notice of the name and address of the depository institution at which
the Collection Account is maintained and the account number of the Collection
Account. The Master Servicer shall take such actions as are necessary to cause
the depository institution holding the Collection 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 right to direct payments and investments and its rights of
withdrawal under this Agreement.

     (c) The Master Servicer shall deposit into the Collection Account on the
Business Day following receipt the following amounts received or paid by it,
other than (i) interest and principal on the Mortgage Loans due on or before the
Cut-off Date, which shall be remitted to the applicable Seller and (ii) amounts
received from the Mortgagor and used to purchase defeasance collateral (it being
understood that the Master Servicer and Special Servicer may retain amounts
otherwise payable to the Master Servicer or Special Servicer as provided in
Section 5.2(b), such as assumption fees and modification fees, rather than
deposit them into the Collection Account):

            (i) Principal: all payments on account of principal, including,
   without limitation, the principal component of Monthly Payments, any late
   payments in respect thereof and any Principal Prepayments, on the Mortgage
   Loans;

            (ii) Interest: all payments on account of interest, including,
   without limitation, the interest component of Monthly Payments, any Late Fees
   in respect thereof and any Default Interest on the Mortgage Loans but
   excluding any Excess Interest (which, if and as received by the Master
   Servicer or Special Servicer, shall be remitted monthly by the Master
   Servicer or the Special Servicer to the Trustee for deposit to the Excess
   Interest Distribution Account);

            (iii) Liquidation Proceeds: all Liquidation Proceeds with respect to
   the Mortgage Loans, including, without limitation, REO Mortgage Loans;

            (iv) Insurance Proceeds and Condemnation Proceeds: all Insurance
   Proceeds and Condemnation Proceeds with respect to any Mortgaged Property or
   REO

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<PAGE>

   Property (other than any such proceeds to be applied to the restoration or
   repair of such property or released to the related Mortgagor in accordance
   with applicable law, the terms of the related Mortgage Loan or the Servicing
   Standard, in which case such proceeds shall be deposited by the Master
   Servicer into an escrow account or released to the related Mortgagor, as the
   case may be, and not deposited in the Collection Account);

            (v) Yield Maintenance Charges and Prepayment Premiums: all Yield
   Maintenance Charges and Prepayment Premiums with respect to the Mortgage
   Loans;

            (vi) REO Income: all REO Income (net of any expenses and fees paid
   therefrom by the related property manager) in respect of any REO Properties
   received from the Special Servicer pursuant to Section 8.19;

            (vii) Investment Losses: any amounts required to be deposited by the
   Master Servicer pursuant to Section 5.1(e) and Section 5.3.2 in connection
   with losses realized on Eligible Investments with respect to funds held in
   the Collection Account or Interest Reserve Account;

            (viii) Reserved;

            (ix) Repurchase Proceeds and Substitution Shortfall Amounts: All
   Repurchase Proceeds and payments of Substitution Shortfall Amounts with
   respect to the Mortgage Loans, including, without limitation, the REO
   Mortgage Loans; and

            (x) Other: all other amounts required to be deposited in the
   Collection Account pursuant to this Agreement.

     If the Master Servicer deposits in the Collection Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Collection Account, any provision herein to the contrary notwithstanding.

     (d) Upon its receipt of any of the amounts described in clauses (i) through
(v) of Section 5.1(c) with respect to any Mortgage Loan or REO Property, the
Special Servicer shall promptly, but in no event later than the Business Day
after receipt, remit such amounts to the Master Servicer for deposit into the
Collection Account in accordance with Section 5.1(c), unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or other
appropriate reason. Amounts described in clause (vi) of Section 5.1(c) with
respect to any Mortgage Loan or REO Property, shall be remitted by the Special
Servicer for deposit into the Collection Account in accordance with Section
8.19. With respect to any such amounts paid by check to the order of the Special
Servicer, the Special Servicer shall endorse such check to the order of the
Master Servicer and shall deliver promptly, but in no event later than the
Business Day after receipt, any such check to the Master Servicer by overnight
courier, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of
a restrictive endorsement or other appropriate reason. The Master Servicer shall
promptly inform the Special Servicer of the name, account number, location and
other necessary

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<PAGE>

information concerning the Collection Account in order to permit the Special
Servicer to make deposits therein.

     (e) Funds in the Collection 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 "Midland Loan Services, Inc., in trust for LaSalle
Bank National Association, as Trustee for the Holders of the Heller Financial
Commercial Mortgage Asset Corp., Mortgage Pass-Through Certificates, Series 2000
PH-1." None of the Depositor, the Mortgagors, the Trustee or the Fiscal Agent
shall be liable for any loss incurred on such Eligible Investments.

     An amount equal to all income and gain realized from any such investment
(to the extent not needed to offset losses from other investments) 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 Collection Account out of its
own funds no later than the next Master Servicer Remittance Date.

     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 Trustee or the Master Servicer 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 Collection 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.

     (f) 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 Payments for
the account of the Mortgagor. The Master Servicer shall deal with these amounts
in accordance with the Servicing Standard, applicable law and the terms of the
related Mortgage Loans.

     SECTION 5.2 APPLICATION OF FUNDS IN THE COLLECTION ACCOUNT.

     (a) Monthly, on each Master Servicer Remittance Date, the Master Servicer
shall withdraw from the Collection Account and deliver to the Trustee for
deposit in the Distribution Account all amounts then on deposit in the
Collection Account 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 any such payments and other collections that:
(i) constitute Monthly Payments due on a Due Date following the end of the
related Collection Period; (ii) are

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payable or reimbursable to any Person from the Collection Account pursuant to
clauses (i) through (xvi), inclusive, of Section 5.2(b); and/or (iii) were
deposited in the Collection Account in error. The Trustee shall notify the
Master Servicer (in a manner consistent with the last sentence of Section
4.1(a)) if any such remittance is not received by 3:00 p.m., New York City time,
on any Master Servicer Remittance Date. In addition, on each P&I Advance Date,
the Master Servicer is authorized to apply certain amounts held in the
Collection Account for future distribution to Certificateholders in subsequent
months, all as more particularly specified in Section 4.1, to make required P&I
Advances on such date.

     (b) The Master Servicer may, from time to time, also make withdrawals from
the Collection Account for any of the following purposes:

            (i) Servicing Fees: to pay to itself unpaid Master Servicing Fees
   and to the Special Servicer unpaid Special Servicing Fees, limited in the
   case of the Master Servicer, as earned thereby in respect of each Mortgage
   Loan, including, without limitation, each REO Mortgage Loan, the Master
   Servicer's rights to payment pursuant to this clause (i) being limited to
   amounts received, in each case, in respect of such Mortgage Loan that is
   allocable as a recovery of interest thereon or advanced as the interest
   portion of a P&I Advance with respect to such Mortgage Loan;

            (ii) Workout Fees and Liquidation Fees: to pay to the Special
   Servicer earned and unpaid Workout Fees and Liquidation Fees to which it is
   entitled pursuant to, and from the sources contemplated by, Section 8.10(b);

            (iii) P&I Advances: to reimburse each of the Fiscal Agent, the
   Trustee and the Master Servicer, in that order, for unreimbursed P&I Advances
   made by each such Person, the Fiscal Agent's, the Trustee's and the Master
   Servicer's respective rights to be reimbursed pursuant to this clause (iii)
   being limited to amounts received that represent Late Collections of interest
   on and principal of the particular Mortgage Loans, including, without
   limitation, REO Mortgage Loans, with respect to which such P&I Advances were
   made;

            (iv) Servicing Advances: to reimburse each of the Fiscal Agent, the
   Trustee, the Master Servicer and the Special Servicer, in that order, for
   unreimbursed Servicing Advances made by each such Person, the Fiscal Agent's,
   the Trustee's, the Master Servicer's and the Special Servicer's respective
   rights to be reimbursed pursuant to this clause (iv) being limited to amounts
   received that represent Late Collections of interest on and principal of the
   particular Mortgage Loans, including, without limitation, REO Mortgage Loans,
   with respect to which such Servicing Advances were made with respect to any
   Mortgage Loan or REO Property;

            (v) Nonrecoverable Advances: to reimburse the Fiscal Agent, the
   Trustee, the Master Servicer and the Special Servicer, in that order, out of
   general collections on the Mortgage Loans and REO Properties, for
   Nonrecoverable Advances made by each such Person;


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            (vi) Advance Interest: to pay the Fiscal Agent, the Trustee, the
   Master Servicer and the Special Servicer, in that order, any unpaid Advance
   Interest due and payable thereto, the Fiscal Agent's, the Trustee's, the
   Master Servicer's and the Special Servicer's respective rights to payment
   pursuant to this clause (vi) being limited to Penalty Charges collected in
   respect of the Mortgage Loans, including without limitation any REO Mortgage
   Loan, as to which the related Advance was made;

            (vii) More Advance Interest: at or following such time as it
   reimburses itself, the Special Servicer, the Trustee or the Fiscal Agent, as
   applicable, for any unreimbursed Advance pursuant to clause (iii), (iv) or
   (v) above or pursuant to Section 8.3, and insofar as payment has not already
   been made pursuant to clause (vi) above, to pay itself, the Special Servicer,
   the Trustee or the Fiscal Agent, as the case may be, out of general
   collections on the Mortgage Loans and REO Properties, any related Advance
   Interest accrued and payable on such Advance;

            (viii) Additional Master Servicing and Special Servicing
   Compensation: to pay to each of itself and the Special Servicer all amounts
   deposited in the Collection Account from time to time that constitute
   Additional Master Servicing Compensation and Additional Special Servicing
   Compensation, respectively;

            (ix) Certain Environmental Costs: to pay out of general collections
   on the Mortgage Loans and REO Properties, any costs and expenses incurred by
   the Trust pursuant to Section 8.7(c);

            (x) Reserved;

            (xi) REO Extensions: to pay, out of general collections on the
   Mortgage Loans and REO Properties, the cost of obtaining any REO Extension
   contemplated by Section 8.19(a) in respect of any REO Property;

            (xii) General Reimbursements and Indemnities: to pay itself, the
   Special Servicer, the Trustee, the Fiscal Agent or any of their respective
   directors, members, managers, officers, employees and agents, as the case may
   be, out of general collections on the Mortgage Loans and REO Properties, pro
   rata based on their respective entitlements, any amounts payable to any such
   Person pursuant to any of Sections 7.11, 8.15, 8.26 and 8.27;

            (xiii) Legal Advice: to pay, out of general collections on the
   Mortgage Loans and REO Properties, for (A) the cost of the Opinions of
   Counsel contemplated by Sections 8.7(b)(ii), 8.19(a) and 13.13, (B) the cost
   of any other Opinion of Counsel contemplated by this Agreement which is
   specifically identified as an expense of the Trust and (C) the cost of the
   advice of counsel contemplated by Section 8.20(a);

            (xiv) Deleted Mortgage Loans: to any Seller or other appropriate
   Person, with respect to each Mortgage Loan or REO Property, if any,
   previously

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   purchased or replaced by such Person pursuant to or as contemplated by this
   Agreement, all amounts received on such Deleted Mortgage Loan subsequent to
   the date of purchase;

            (xv) Taxes: to pay any and all federal, state and local taxes
   imposed on REMIC I, REMIC II or REMIC III or on the assets or transactions of
   any such REMIC Pool, together with all incidental costs and expenses, and any
   and all reasonable expenses relating to tax audits, if and to the extent that
   either (A) none of the Trustee, the Fiscal Agent, the Master Servicer or the
   Special Servicer is liable therefor pursuant to Section 12.1(k), or (B) any
   such Person that may be so liable (including any Holder of a Class R-I, Class
   R-II or Class R-III Certificate) has failed to make the required payment;

            (xvi) Other Expenses of Trust: to pay to the Person entitled thereto
   any amounts specified herein to be expenses of the Trust, the payment of
   which is not more specifically provided for in any prior clause of this
   Section 5.2(b);

            (xvii) Correction of Errors: to withdraw funds deposited in the
   Collection Account in error; and

            (xviii) Clear and Terminate: to clear and terminate the Collection
   Account with a termination of the Trust pursuant to Section 10.1.

     The Master Servicer shall only pay to each of the Depositor, the Special
Servicer, the Trustee and the Fiscal Agent from the Collection Account amounts
permitted to be paid therefrom to such Person promptly upon receipt of a
certificate of, as applicable, an Authorized Officer of the Depositor, a Special
Servicing Officer of the Special Servicer or a Responsible Officer of the
Trustee or the Fiscal Agent, describing the item and amount to which the
Depositor, the Special Servicer, the Trustee or the Fiscal Agent, as the case
may be, is entitled. The Master Servicer may rely conclusively on any such
certificate and shall have no duty to re-calculate the amounts stated therein.

     The Master Servicer shall keep and maintain a separate accounting for each
Mortgage Loan for the purpose of justifying any withdrawal from the Collection
Account.

     SECTION 5.3 DISTRIBUTION ACCOUNT; EXCESS INTEREST DISTRIBUTION ACCOUNT;
INTEREST RESERVE ACCOUNT.

     (a) The Trustee shall establish, on or prior to the Closing Date, and
thereafter maintain in the name of the Trustee, a segregated account (the
"DISTRIBUTION ACCOUNT") solely with respect to this Agreement, 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, entitled: "LaSalle Bank National
Association, as Trustee, in trust for the benefit of the Holders of Heller
Financial Commercial Mortgage Asset Corp., Mortgage Pass-Through Certificates,
Series 2000 PH-1, Distribution Account." The Distribution Account shall be an
Eligible Account.

     (b) The Trustee shall deposit into the Distribution Account on the Business
Day received all moneys remitted by the Master Servicer pursuant to Section
5.2(a) of this

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Agreement, together with (i) all P&I Advances and Compensating Interest Payments
made by the Master Servicer and (ii) any reimbursements or indemnifications of
the Trust made by any party hereto or any other Person. Funds in the
Distribution Account shall not be invested. The Distribution Account shall be
held separate and apart from and shall not be commingled with any other monies
of or held in trust by the Trustee, including, without limitation, other monies
of the Trustee held under this Agreement.

     (c) The Trustee shall make withdrawals from the Distribution 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;

            (ii) to pay itself unpaid Trustee Fees and any other amounts owed to
   it pursuant to Section 7.12 hereof;

            (iii) to make distributions to the Certificateholders pursuant to
   Section 6.4; and

            (iv) to clear and terminate the Distribution Account in connection
   with a termination of the Trust pursuant to Section 10.1.

     (i) SECTION 5.3.1. EXCESS INTEREST DISTRIBUTION ACCOUNT.

     (a) The Trustee shall establish, on or prior to the Closing Date, and
thereafter maintain in the name of the Trustee, a segregated account (the
"EXCESS INTEREST DISTRIBUTION ACCOUNT") solely with respect to this Agreement,
to be held in trust for the benefit of the Holders of beneficial interests in
the grantor trust described in Section 12.1(b) hereof, until disbursed pursuant
to the terms of this Agreement, entitled "LaSalle Bank National Association, as
Trustee, in trust for the benefit of the Holders of Heller Financial Commercial
Mortgage Asset Corp., Mortgage Pass-Through Certificates, Series 2000 PH-1
Excess Interest Distribution Account." The Excess Interest Distribution Account
shall be an Eligible Account.

     (b) The Trustee shall deposit into the Excess Interest Distribution Account
on the Business Day received all moneys received by it from the Master Servicer
or Special Servicer as Excess Interest. The Trustee shall hold uninvested any
funds in the Excess Interest Distribution Account, and shall hold the Excess
Interest Distribution Account separate and apart from, and shall not commingle
any monies thereof with, any other monies of or held in trust by the Trustee,
including, without limitation, other monies of the Trustee held under this
Agreement.

     (c) The Trustee shall make withdrawals from the Excess Interest
Distribution Account only for the following purposes:

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

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            (vi) to make distributions to the Class N Certificateholders
   pursuant to Section 6.4.1, and

            (vii) to clear and terminate the Excess Interest Distribution
   Account in connection with a termination of the Trust pursuant to Section
   10.1.

     (i) SECTION 5.3.2. INTEREST RESERVE ACCOUNT.

     (i) The Trustee shall establish, on or prior to the Closing Date, and
thereafter maintain in the name of the Trustee, a segregated account (the
"Interest Reserve Account") solely with respect to this Agreement, to be held in
trust for the benefit of the Holders of the Certificates until disbursed
pursuant to the terms of this Agreement, entitled "LaSalle Bank National
Association, as Trustee, in trust for the benefit of the Holders of Heller
Financial Commercial Mortgage Asset Corp., Mortgage Pass Through Certificates,
Series 2000 PH-1 Interest Reserve Account." The Interest Reserve Account shall
be an Eligible Account.

     (ii) On each Report Date occurring in (i) January of each calendar year
that is not a leap year and (ii) February of each calendar year, the Trustee
shall calculate the Withheld Amount and notify the Master Servicer of such
Withheld Amount. On each such Master Servicer Remittance Date, the Master
Servicer shall withdraw from the Collection Account and remit to the Trustee for
deposit in the Interest Reserve Account an amount equal to the aggregate of the
Withheld Amounts. If the Trustee shall deposit in the Interest Reserve Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Interest Reserve Account, any provision herein to the
contrary notwithstanding. On or prior to the Master Servicer Remittance Date in
March of each calendar year, the Trustee shall transfer to the Distribution
Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve
Account.

     (iii) The Trustee may, from time to time, make withdrawals from the
Interest Reserve Account to pay itself, as additional compensation in accordance
with Section [7.12], net interest and investment income earned in respect of
amounts in the Interest Reserve Account.

     (iv) Funds in the Interest Reserve Account may be invested and, if
invested, shall be invested at the direction of, and at the risk of, the Trustee
in Eligible Investments selected by the Trustee which shall mature, unless
payable on demand, not later than the Business Day immediately preceding the
date that such funds are required to be transferred to the Distribution Account,
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 "LaSalle Bank National Association, as Trustee for the Holders of
the Heller Financial Commercial Mortgage Asset Corp., Mortgage Pass Through
Certificates, Series 2000 PH-1."

     (v) An amount equal to all income and gain realized from any such
investment (to the extent not needed to offset losses from other investments)
shall be paid to the Trustee as additional 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 Trustee which
shall deposit the amount of such loss (to the extent not offset by income from


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other investments) in the Collection Account out of its own funds no later than
the next succeeding Master Servicer Remittance Date.

     SECTION 5.4 TRUSTEE REPORTS; ACCESS TO INFORMATION.

     (a) Based solely on (and to the extent of the information contained in) the
Master Servicer Remittance Report provided to the Trustee by the Master
Servicer, which shall be delivered no later than 3:00 p.m. New York City time on
the related Report Date, on each Distribution Date, the Trustee shall provide to
the Rating Agencies and shall provide or make available to each
Certificateholder, the Master Servicer, the Special Servicer, the Underwriters,
the Depositor, HFCF, PMCF, RFC and the Operating Adviser (or if no Operating
Adviser has been elected, then the Majority Certificateholder of the Controlling
Class), and, upon request and written certification as to its beneficial
ownership interest in the Book-Entry Certificates, to any Certificate Owner, a
Monthly Certificateholder Report (substantially in the form of Exhibit G) which
includes information regarding the Mortgage Loans as of the end of the related
Collection Period, and which report will also contain substantially the
categories of information regarding the Mortgage Loans set forth in Exhibit
H-10. The Trustee shall be entitled, in the absence of manifest error, 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 or re-calculate
any such information.

     (b) The Trustee shall provide or cause to be provided to the Depositor, the
Master Servicer and the Special Servicer, and to the OTS, the FDIC, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to the Mortgage Files and
any other documentation regarding the Mortgage Loans and the Trust Fund within
its control that may be required by this Agreement or by applicable law. Such
access shall be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Trustee
designated by it.

     (c) Within a reasonable period of time after the end of each calendar year,
the Trustee shall send to each Person who at any time during the calendar year
was a Certificateholder of record, a report summarizing the items specified in
clauses (i), (ii) and (x) of the definition of Monthly Certificateholder Report
and provided to Certificateholders pursuant to this Section 5.4, aggregated for
such calendar year or the applicable portion thereof during which such Person
was a Certificateholder, together with such other customary information as the
Trustee deems may be necessary or desirable for such Certificateholders to
prepare their federal income tax returns. The obligations of the Trustee under
this Section 5.4(c) shall be deemed to have been satisfied to the extent that
substantially comparable information has been provided or made available by the
Trustee pursuant to the requirements of the Code.

     (d) The Trustee shall make available to Persons with an account number on
the Trustee's ASAP (Automatic Statements Accessed by Phone) System (or a similar
system), the reports described in Section 5.4(a) and a summary report of
Certificate Factors via automated facsimile. The Trustee shall make available,
upon request, to Certificateholders, Certificate Owners identified to the
Trustee in accordance with subsection (g) below, the Depositor, the
Underwriters, the Master Servicer, the Rating Agencies and the Special Servicer
account

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numbers on the Trustee's ASAP System (or a similar system). In addition, if the
Depositor so directs the Trustee and on terms acceptable to the Trustee, the
Trustee shall make available through its electronic bulletin board system, on a
confidential basis, such information related to the Mortgage Loans as the
Depositor may reasonably request, provided that such information with respect to
the Specially Serviced Mortgage Loans has been generated or otherwise approved
by the Special Servicer. A directory has been set up on the bulletin board in
which an electronic file is stored containing monthly servicer data. All files
shall be password protected. Passwords to each file shall be released by the
Trustee, upon request, to Certificateholders, Certificate Owners identified to
the Trustee in accordance with subsection (g) below, the Depositor, the
Underwriters, the Master Servicer, the Rating Agencies and the Special Servicer.
The Trustee also maintains a site on the World Wide Web at www.lnbabs.com at
which certain of the above information will be available.

     (e) The Trustee 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 Prospective Investor, the
Underwriters, each Rating Agency, the Operating Adviser (or if no Operating
Adviser has been elected, then the Majority Certificateholder of the Controlling
Class), the Special Servicer and the Depositor, originals or copies of, among
other things, the following items: (i) this Agreement, the Mortgage Loan
Purchase Agreements and any amendments thereto, to the extent such items are in
the Trustee's possession, (ii) all Monthly Certificateholder Reports and reports
pursuant to Section 5.4(a)(ii) delivered by the Trustee to Certificateholders
since the Closing Date and all Operating Statement Analyses, reports pursuant to
Section 8.14(a), and Master Servicer Remittance Reports received by the Trustee
from the Master Servicer since the Closing Date, (iii) all Officer's
Certificates delivered to the Trustee since the Closing Date pursuant to Section
8.12, (iv) all accountants' reports delivered to the Trustee since the Closing
Date pursuant to Section 8.13, (v) the most recent property inspection reports
in the possession of the Trustee in respect of each Mortgaged Property and REO
Property, (vi) the most recent Mortgaged Property/REO Property annual operating
statement and rent roll, if any, collected or otherwise obtained by or on behalf
of the Master Servicer or the Special Servicer and delivered to the Trustee,
(vii) 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 delivered to the Trustee, (viii) any and all Officer's Certificates (and
attachments thereto) delivered to or retained by the Trustee to support any of
its, the Fiscal Agent's, the Special Servicer's or the Master Servicer's
determination that any Advance was not or, if made, would not be, recoverable,
(ix) any reports delivered by the Special Servicer to the Trustee pursuant to
Section 8.7(e), and (x) copies of the Prospectus Supplement and the Memorandum,
as such may have been amended or supplemented from time to time and delivered to
the Trustee. 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 Trustee upon request;
provided, however, that the Trustee 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.

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     (f) The Trustee shall afford the Underwriters, the Rating Agencies, the
Depositor, the Fiscal Agent, the Master Servicer, the Special Servicer, the
Operating Adviser, subject to the execution of a confidentiality agreement in
the form set forth on Exhibit J-1 hereto, any Certificateholder, any Certificate
Owner and any Prospective Investor, upon reasonable notice and during normal
business hours, reasonable access to all relevant,
non-attorney-client-privileged records and documentation, including without
limitation information delivered by the Master Servicer or the Special Servicer
to the Trustee pursuant to Section 8.16, regarding the Mortgage Loans, any REO
Properties and all other relevant matters relating to this Agreement. 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 Trustee upon written request; provided,
however, that the Trustee 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.

     (g) In connection with providing access to or copies of the items described
in subsections (a), (d), (e), (f) and (h) of this Section 5.4, the Trustee may
require (a) in the case of Certificate Owners, a written confirmation executed
by the requesting Person, in form reasonably satisfactory to the Trustee,
generally to the effect that such Person is a beneficial holder of Certificates,
is requesting the information solely for use in evaluating such Person's
investment in the Certificates and will otherwise keep such information
confidential and (b) in the case of Prospective Investors, a written
confirmation executed by the requesting Person, in form reasonably satisfactory
to the Trustee, generally to the effect that such Person is a prospective
purchaser of a Certificate or a beneficial ownership interest therein, is
requesting the information solely for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential. The Trustee
shall be entitled to conclusively rely on any such certification without
independent investigation or inquiry. All Certificateholders, by the acceptance
of their Certificates, shall be deemed to have agreed to keep such information
confidential. Notwithstanding the foregoing provisions of this Section 5.4(g),
the Trustee shall have no responsibility for the accuracy, completeness or
sufficiency for any purpose of any information so made available or furnished by
it pursuant to subsections (d), (e) and (f) of this Section 5.4.

     (h) On each Distribution Date, except as described below, the Trustee shall
provide or make available in electronic format (or, upon written request, by
first class mail) to each Certificateholder, each Prospective Investor in a
Certificate (upon request), each Certificate Owner (if known), the Depositor,
each Underwriter, the Special Servicer and each Rating Agency a copy of the
Comparative Financial Status Report, the Delinquent Loan Status Report, the
Historical Liquidation Report, the Historical Loan Modification Report, the REO
Status Report and a Servicer Watch List (indicating those Mortgage Loans that
the Master Servicer has determined are in jeopardy of becoming Specially
Serviced Mortgage Loans) (collectively, the "Servicer Reports") provided by the
Master Servicer to the Trustee pursuant to Section 8.14(c) and 8.14(e) on the
Master Servicer Remittance Date. The information that pertains to Specially
Serviced Mortgage Loans and REO Properties reflected in such reports shall be
based solely

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upon the reports delivered by the Special Servicer to the Master Servicer at
least two Business Days prior to the related Master Servicer Remittance Date.
Absent manifest error, (i) none of the Master Servicer, the Special Servicer or
the Trustee shall be responsible for the accuracy or completeness of any
information supplied to it by a Mortgagor or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer, the Special Servicer or the Trustee, as applicable, (ii) the Trustee
shall not be responsible for the accuracy or completeness of any information
supplied to it by the Master Servicer or Special Servicer that is included in
any reports, statements, materials or information prepared or provided by the
Master Servicer or Special Servicer, as applicable, and (iii) the Trustee shall
be entitled to conclusively rely upon the Master Servicer's reports and the
Special Servicer's reports without any duty or obligation to recompute, verify
or re-evaluate any of the amounts or other information stated therein.

     The information contained in the reports in the preceding paragraph of this
Section 5.4(h) shall be made available to the Trustee, the Special Servicer and
the Rating Agencies electronically by the Master Servicer in the form of the
standard CMSA loan file and CMSA property file (to the extent applicable), and
the Trustee will in lieu of mailing such reports as described in such preceding
paragraph make such reports available electronically in such form to
Certificateholders using the media mutually agreed upon by the Trustee, each
Underwriter and the Depositor; provided, however, that the Trustee will continue
to provide Certificateholders with a written copy of such reports (upon written
request) in the manner described in such preceding paragraph.

     The Master Servicer shall deliver a copy of each Operating Statement
Analysis report and NOI Adjustment Worksheet that it generates or receives from
the Special Servicer to the Trustee, the Depositor, the Special Servicer (as to
those generated by the Master Servicer), each Underwriter and each Rating Agency
promptly after its receipt thereof. Upon written request, the Trustee shall make
such reports available to the Certificateholders. Upon written request, the
Trustee shall also make available to any Certificate Owners and Prospective
Investor in the Certificates any NOI Adjustment Worksheet for a Mortgaged
Property or REO Property in the possession of the Trustee, subject to Section
5.4(g).

     SECTION 5.5 TRUSTEE TAX REPORTS. The Trustee shall perform all reporting
and other tax compliance duties that are the responsibility of each REMIC Pool
and of the grantor trust under the Code, the REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority. Consistent with this Agreement, the Trustee shall provide (i)
to the Internal Revenue Service or other Persons (including, but not limited to,
any Person that has transferred 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. The Master Servicer
shall on a timely basis provide the Trustee 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 Trustee may reasonably request
from time to time. The Special Servicer is required

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<PAGE>

to provide to the Master Servicer all information in its possession with respect
to the Specially Serviced Mortgage Loans and REO Properties that is requested by
the Master Servicer in order for the Master Servicer to comply with its
obligations under this Section 5.5. The Trustee shall be entitled, in the
absence of manifest error, 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.

     (a) All distributions made with respect to each Class on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in such
Class based on their respective Percentage Interests. Except as otherwise
provided below, all such distributions with respect to each Class on each
Distribution Date shall be made to the Certificateholders of the respective
Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions on or before the related Record Date (which wiring instructions may
be in the form of a standing order applicable to all subsequent Distribution
Dates) or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register. The final distribution on each
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Expense Loss previously allocated to such Certificate) will
be made in like manner, but only upon presentation and surrender of such
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution. Any
distribution that is to be made with respect to a Certificate in reimbursement
of a Realized Loss or Expense Loss previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
at such address as last appeared in the Certificate Registrar or to any other
address of which the Trustee was subsequently notified in writing.

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

     (c) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund in respect of their Certificates, and all rights and
interests of the

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Certificateholders in and to such distributions, shall be as set forth in this
Agreement. Neither the Holders of any Class of Certificates nor any party hereto
shall in any way be responsible or liable to the Holders of any other Class of
Certificates in respect of amounts properly previously distributed on the
Certificates. Distributions in reimbursement of Realized Losses and Expense
Losses previously allocated to a Class of Certificates shall not constitute
distributions of principal and shall not result in a reduction of the related
Class Principal Balance.

     SECTION 6.2 REMIC I.

(a) On each Distribution Date, the Trustee shall be deemed to apply the
Available Distribution Amount (excluding any amounts attributable to Yield
Maintenance Charges and Prepayment Premiums) as is attributable to each Mortgage
Loan for such date for the following purposes and in the following order of
priority:

            (i) to pay interest to REMIC II in respect of each REMIC I Regular
   Interest, up to an amount equal to, and pro rata in accordance with, all
   Uncertificated Distributable Interest (excluding amounts attributable to
   Yield Maintenance Charges and Prepayment Premiums) for each such REMIC I
   Regular Interest for such Distribution Date;

            (ii) to pay principal to REMIC II in respect of each REMIC I Regular
   Interest, up to an amount equal to, and pro rata in accordance with, the
   excess, if any, of the Uncertificated Principal Balance of such REMIC I
   Regular Interest outstanding immediately prior to such Distribution Date,
   over the Stated Principal Balance of the related Mortgage Loan (including
   without limitation an REO Mortgage Loan or, if applicable, a Qualifying
   Substitute Mortgage Loan) that will be outstanding immediately following such
   Distribution Date;

            (iii) to reimburse REMIC II for any Realized Losses and Expense
   Losses previously deemed allocated to the various REMIC I Regular Interests
   (with interest), up to an amount equal to, and pro rata in accordance with,
   the Loss Reimbursement Amount for each such REMIC I Regular Interest for such
   Distribution Date; and

            (iv) to the Holders of the Class R-I Certificates that portion, if
   any, of the Available Distribution Amount (excluding amounts attributable to
   Yield Maintenance Charges and Prepayment Premiums) for such date that has not
   otherwise been deemed paid to REMIC II in respect of the REMIC I Regular
   Interests pursuant to this Section 6.2(a).

     (b) On the Distribution Date occurring in (A) January of each calendar year
that is not a leap year and (B) February of each calendar year, interest
payments constituting the Withheld Amounts that would otherwise be distributable
pursuant to clause (a)(i) above shall be deposited in the Interest Reserve
Account by the Trustee in accordance with Section 5.3.2. On the Distribution
Date in March of each calendar year the Withheld Amounts deposited in the

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Interest Reserve Account pursuant to Section 5.3.2. shall be included in the
funds distributable pursuant to clause (a)(i) above.

     (c) On each Distribution Date, the Trustee shall be deemed to apply each
Yield Maintenance Charge and Prepayment Premium then on deposit in the
Distribution Account and received during or prior to the related Collection
Period, to pay additional interest to REMIC II in respect of the REMIC I Regular
Interest that relates to the Mortgage Loan (including without limitation an REO
Mortgage Loan or, if applicable, a Replacement Mortgage Loan) as to which such
Yield Maintenance Charge or Prepayment Premium was received.

     (d) All amounts (other than additional interest in the form of Yield
Maintenance Charges or Prepayment Premiums) deemed paid to REMIC II in respect
of the REMIC I Regular Interests pursuant to this Section 6.2 on any
Distribution Date is herein referred to as the "REMIC II DISTRIBUTION AMOUNT"
for such date.

     SECTION 6.3 REMIC II.

     (a) It is the intention of the parties hereto that the distributions set
forth below result in the Certificate Principal Balances of each Class of REMIC
II Regular Interests and its corresponding Class of Certificates being equal. On
each Distribution Date, the Trustee shall be deemed to apply the REMIC II
Distribution Amount for such date for the following purposes and in the
following order of priority:

            (i) to distributions of interest to REMIC III in respect of REMIC II
   Regular Interest A-1 and REMIC II Regular Interest A-2, up to an amount equal
   to (and pro rata in accordance with) all Uncertificated Distributable
   Interest on such REMIC II Regular Interests for such Distribution Date;

            (ii) to distributions of principal to REMIC III in respect of first,
   REMIC II Regular Interest A-1, and second, REMIC II Regular Interest A-2, in
   each case up to an amount equal to the lesser of (1) the then outstanding
   Uncertificated Principal Balance of such Class and (2) the remaining portion,
   if any, of such REMIC II Distribution Amount;

            (iii) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest A-1 and REMIC
   II Regular Interest A-2 (with interest), up to an amount equal to (and pro
   rata in accordance with) the Loss Reimbursement Amount in respect of such
   REMIC II Regular Interest for such Distribution Date;

            (iv) to distributions of interest to REMIC III in respect of REMIC
   II Regular Interest B, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (v) to distributions of principal to REMIC III in respect of REMIC
   II Regular Interest B, until the Uncertificated Principal Balance thereof is
   reduced to zero;

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<PAGE>

            (vi) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest B (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (vii) to distributions of interest to REMIC III in respect of REMIC
   II Regular Interest C, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (viii) to distributions of principal to REMIC III in respect of
   REMIC II Regular Interest C, until the Uncertificated Principal Balance
   thereof is reduced to zero;

            (ix) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest C (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (x) to distributions of interest to REMIC III in respect of REMIC II
   Regular Interest D, up to an amount equal to all Uncertificated Distributable
   Interest on such REMIC II Regular Interest for such Distribution Date;

            (xi) to distributions of principal to REMIC III in respect of REMIC
   II Regular Interest D, until the Uncertificated Principal Balance thereof is
   reduced to zero;

            (xii) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest D (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xiii) to distributions of interest to REMIC III in respect of REMIC
   II Regular Interest E, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xiv) to distributions of principal to REMIC III in respect of REMIC
   II Regular Interest E, until the Uncertificated Principal Balance thereof is
   reduced to zero;

            (xv) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest E (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xvi) to distributions of interest to REMIC III in respect of REMIC
   II Regular Interest F, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xvii) to distributions of principal to REMIC III in respect of
   REMIC II Regular Interest F, until the Uncertificated Principal Balance
   thereof is reduced to zero;

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<PAGE>

            (xviii) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest F (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xix) to distributions of interest to REMIC III in respect of REMIC
   II Regular Interest G, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xx) to distributions of principal to REMIC III in respect of REMIC
   II Regular Interest G, until the Uncertificated Principal Balance thereof is
   reduced to zero;

            (xxi) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest G (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xxii) to distributions of interest to REMIC III in respect of REMIC
   II Regular Interest H, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xxiii) to distributions of principal to REMIC III in respect of
   REMIC II Regular Interest H, until the Uncertificated Principal Balance
   thereof is reduced to zero;

            (xxiv) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest H (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xxv) to distributions of interest to REMIC III in respect of REMIC
   II Regular Interest J, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xxvi) to distributions of principal to REMIC III in respect of
   REMIC II Regular Interest J, until the Uncertificated Principal Balance
   thereof is reduced to zero;

            (xxvii) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest J (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xxviii) to distributions of interest to REMIC III in respect of
   REMIC II Regular Interest K, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xxix) to distributions of principal to REMIC III in respect of
   REMIC II Regular Interest K, until the Uncertificated Principal Balance
   thereof is reduced to zero;

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<PAGE>


            (xxx) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest K (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xxxi) to distributions of interest to REMIC III in respect of REMIC
   II Regular Interest L, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xxxii) to distributions of principal to REMIC III in respect of
   REMIC II Regular Interest L, until the Uncertificated Principal Balance
   thereof is reduced to zero;

            (xxxiii) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest L (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xxxiv) to distributions of interest to REMIC III in respect of
   REMIC II Regular Interest M, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xxxv) to distributions of principal to REMIC III in respect of
   REMIC II Regular Interest M, until the Uncertificated Principal Balance
   thereof is reduced to zero;

            (xxxvi) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest M (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date;

            (xxxvii) to distributions of interest to REMIC III in respect of
   REMIC II Regular Interest N, up to an amount equal to all Uncertificated
   Distributable Interest on such REMIC II Regular Interest for such
   Distribution Date;

            (xxxviii)to distributions of principal to REMIC III in respect of
   REMIC II Regular Interest N, until the Uncertificated Principal Balance
   thereof is reduced to zero;

            (xxxix) to reimburse REMIC III for any Realized Losses and Expense
   Losses previously deemed allocated to REMIC II Regular Interest N (with
   interest), up to an amount equal to the Loss Reimbursement Amount in respect
   of such REMIC II Regular Interest for such Distribution Date; and

            (xl) to pay to the Holders of the Class R-II Certificates, the
   balance, if any, of the REMIC II Distribution Amount.

     (b) On each Distribution Date, the Trustee shall be deemed to apply all
Yield Maintenance Charges and Prepayment Premiums then on deposit in the
Distribution Account and

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<PAGE>

received during or prior to the related Collection Period, to pay additional
interest to REMIC III in respect of the REMIC II Regular Interests.

     (c) All amounts (other than additional interest in the form of Yield
Maintenance Charges and Prepayment Premiums) deemed paid to REMIC III in respect
of the REMIC II Regular Interests pursuant to this Section 6.3 on any
Distribution Date is herein referred to as the "REMIC III DISTRIBUTION AMOUNT"
for such date.

     SECTION 6.4 REMIC III.

     (a) On each Distribution Date, following the deemed payments to REMIC III
in respect of the REMIC II Regular Interests on such date pursuant to Section
6.3, the Trustee shall withdraw from the Distribution Account the REMIC III
Distribution Amount for such Distribution Date and shall apply such amount for
the following purposes and in the following order of priority:

            (i) to pay interest to the Holders of the respective Classes of
   Senior Certificates, in an amount equal to, and pro rata in accordance with,
   all Distributable Certificate Interest in respect of each such Class of
   Certificates for such Distribution Date;

            (ii) to pay principal from the Principal Distribution Amount for
   such Distribution Date, first to the Holders of the Class A-1 Certificates
   and, second to the Holders of the Class A-2 Certificates in each case, up to
   an amount equal to the lesser of (1) the then-outstanding Class Principal
   Balance of such Class and (2) the remaining portion, if any, of such
   Principal Distribution Amount;

            (iii) to reimburse the Holders of the respective Classes of Class A
   Certificates for any Realized Losses and Expense Losses previously deemed
   allocated to such Classes of Certificates (with interest), up to an amount
   equal to, and pro rata as among such Classes in accordance with, the
   respective Loss Reimbursement Amounts in respect of such Classes of
   Certificates for such Distribution Date; and

            (iv) to make payments on the Subordinate and Residual Certificates
   as provided below;

provided that, on each Distribution Date after the aggregate of the Class
Principal Balances of the Subordinate Certificates has been reduced to zero, and
in any event on the final Distribution Date in connection with a termination of
the Trust described in Article X hereof, the payments of principal to be made
pursuant to clause (ii) above, will be so made to the Holders of the respective
Classes of Class A Certificates, up to an amount equal to, and pro rata as among
such Classes in accordance with, the respective then outstanding Class Principal
Balance of such Certificates for such Distribution Date and without regard to
the Principal Distribution Amounts for such date;

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<PAGE>

     (b) On each Distribution Date, following the foregoing series of payments
on the Senior Certificates, the Trustee shall apply the remaining portion, if
any, of the REMIC III Distribution Amount for such date for the following
purposes and in the following order of priority:

            (i) to pay interest to the Holders of the Class B Certificates, up
   to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (ii) if the Class Principal Balances of the Class A Certificates
   have been reduced to zero, to pay principal to the Holders of the Class B
   Certificates, up to an amount equal to the lesser of (A) the then-outstanding
   Class Principal Balance of such Class of Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Date;

            (iii) to reimburse the Holders of the Class B Certificates for
   Realized Losses and Expense Losses, if any, previously deemed allocated to
   such Class of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (iv) to pay interest to the Holders of the Class C Certificates, up
   to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (v) if the Class Principal Balances of the Class A and Class B
   Certificates have been reduced to zero, to pay principal to the Holders of
   the Class C Certificates, up to an amount equal to the lesser of (A) the
   then-outstanding Class Principal Balance of such Class of Certificates and
   (B) the remaining Principal Distribution Amount for such Distribution Date;

            (vi) to reimburse the Holders of the Class C Certificates for any
   Realized Losses and Expenses Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (vii) to pay interest to the Holders of the Class D Certificates, up
   to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (viii) if the Class Principal Balances of the Class A, Class B and
   Class C Certificates have been reduced to zero, to pay principal to the
   Holders of the Class D Certificates, up to an amount equal to the lesser of
   (A) the then-outstanding Class Principal Balance of such Class of
   Certificates and (B) the remaining Principal Distribution Amount for such
   Distribution Date;

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<PAGE>

            (ix) to reimburse the Holders of the Class D Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (x) to pay interest to the Holders of the Class E Certificates, up
   to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (xi) if the Class Principal Balances of the Class A, Class B, Class
   C and Class D Certificates have been reduced to zero, to pay principal to the
   Holders of the Class E Certificates, up to an amount equal to the lesser of
   (A) the then-outstanding Class Principal Balance of such Class of
   Certificates and (B) the remaining Principal Distribution Amount for such
   Distribution Date;

            (xii) to reimburse the Holders of the Class E Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (xiii) to pay interest to the Holders of the Class F Certificates,
   up to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (xiv) if the Class Principal Balances of the Class A, Class B, Class
   C, Class D and Class E Certificates have been reduced to zero, to pay
   principal to the Holders of the Class F Certificates, up to an amount equal
   to the lesser of (A) the then-outstanding Class Principal Balance of such
   Class of Certificates and (B) the remaining Principal Distribution Amount for
   such Distribution Date;

            (xv) to reimburse the Holders of the Class F Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (xvi) to pay interest to the Holders of the Class G Certificates, up
   to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (xvii) if the Class Principal Balances of the Class A, Class B,
   Class C, Class D, Class E and Class F Certificates have been reduced to zero,
   to pay principal to the Holders of the Class G Certificates, up to an amount
   equal to the lesser of (A) the then-outstanding Class Principal Balance of
   such Class of Certificates and (B) the remaining Principal Distribution
   Amount for such Distribution Date;

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<PAGE>

            (xviii) to reimburse the Holders of the Class G Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (xix) to pay interest to the Holders of the Class H Certificates, up
   to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (xx) if the Class Principal Balances of the Class A, Class B, Class
   C, Class D, Class E, Class F and Class G Certificates have been reduced to
   zero, to pay principal to the Holders of the Class H Certificates, up to an
   amount equal to the lesser of (A) the then-outstanding Class Principal
   Balance of such Class of Certificates and (B) the remaining Principal
   Distribution Amount for such Distribution Date;

            (xxi) to reimburse the Holders of the Class H Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (xxii) to pay interest to the Holders of the Class J Certificates,
   up to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (xxiii) if the Class Principal Balances of the Class A, Class B,
   Class C, Class D, Class E, Class F, Class G and Class H Certificates have
   been reduced to zero, to pay principal to the Holders of the Class J
   Certificates, up to an amount equal to the lesser of (A) the then-outstanding
   Class Principal Balance of such Class of Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Date;

            (xxiv) to reimburse the Holders of the Class J Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (xxv) to pay interest to the Holders of the Class K Certificates, up
   to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (xxvi) if the Class Principal Balances of the Class A, Class B,
   Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates
   have been reduced to zero, to pay principal to the Holders of the Class K
   Certificates, up to an amount equal to the lesser of (A) the then-outstanding
   Class Principal Balance of such Class of Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Date;

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<PAGE>


            (xxvii) to reimburse the Holders of the Class K Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (xxviii) to pay interest to the Holders of the Class L Certificates,
   up to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (xxix) if the Class Principal Balances of the Class A, Class B,
   Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K
   Certificates have been reduced to zero, to pay principal to the Holders of
   the Class L Certificates, up to an amount equal to the lesser of (A) the
   then-outstanding Class Principal Balance of such Class of Certificates and
   (B) the remaining Principal Distribution Amount for such Distribution Date;

            (xxx) to reimburse the Holders of the Class L Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to such Class
   of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date; and

            (xxxi) to pay interest to the Holders of the Class M Certificates,
   up to an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date;

            (xxxii) if the Class Principal Balances of the Class A, Class B,
   Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and
   Class L Certificates have been reduced to zero, to pay principal to the
   Holders of the Class M Certificates, up to an amount equal to the lesser of
   (A) the then-outstanding Class Principal Balance of such Class of
   Certificates and (B) the remaining Principal Distribution Amount for such
   Distribution Date;

            (xxxiii) to reimburse the Holders of the Class M Certificates for
   any Realized Losses and Expense Losses previously deemed allocated to such
   Class of Certificates (with interest), up to an amount equal to the Loss
   Reimbursement Amount in respect of such Class of Certificates for such
   Distribution Date;

            (xxxiv) to pay interest to the Holders of the Class N Certificates,
   up to an amount equal to all Distributable Certificate Interest in respect of
   the interest in the REMIC regular interest evidenced by such Class N
   Certificates for such Distribution Date;

            (xxxv) if the Class Principal Balances of the Class A, Class B,
   Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
   L and Class M Certificates have been reduced to zero, to pay principal to the
   Holders of the Class N Certificates, up to an amount equal to the lesser of
   (A) the then-outstanding Class
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<PAGE>


   Principal Balance of the interest in the REMIC regular interest evidenced by
   such Class N Certificates and (B) the remaining Principal Distribution
   Amount for such Distribution Date;


            (i) to reimburse the Holders of the Class N Certificates for any
   Realized Losses and Expense Losses previously deemed allocated to the
   interest in the REMIC regular interest evidenced by such Class N Certificates
   (with interest), up to an amount equal to the Loss Reimbursement Amount in
   respect of such Class of Certificates for such Distribution Date; and

            (xxxvi) to pay to the Holders of the Class R-III Certificates the
   balance, if any, of the REMIC III Distribution Amount for such Distribution
   Date.

     (c) On each Distribution Date, the Trustee shall withdraw any amounts then
on deposit in the Distribution Account that represent Yield Maintenance Charges
collected in respect of Mortgage Loans during or prior to the related Collection
Period and shall distribute such amounts, in each case, subject to available
funds, as additional interest, to the Holders of the following Classes of
Certificates. The product of the Base Interest Fraction and the aggregate amount
of such Yield Maintenance Charges will be allocated for distribution to Classes
then entitled to receive principal distributions on the related Distribution
Date (other than the Class H, J, K, L, M and N Certificates). The product of (a)
the amount of principal distributed to each Class as a percentage of the
principal distributed to all Classes multiplied by (b) the Base Interest
Fraction and multiplied by (c) the amount of Yield Maintenance Charges
collected, will be distributed to each such Class. The remainder of such Yield
Maintenance Charges will be distributed to the Class X Certificates.

     On each Distribution Date, the Trustee shall withdraw any amounts then on
deposit in the Distribution Account that represent Prepayment Premiums collected
in respect of Mortgage Loans during or prior to the related Collection Period
and shall distribute such amounts, in each case, subject to available funds, as
additional interest, to the Holders of the following Classes of Certificates.
Twenty-five percent (25%) of the Prepayment Premiums collected during any
Collection Period will be allocated for distribution to Classes entitled to
receive principal distributions on the related Distribution Date on a pro rata
basis, based on the amount of principal distributed to each such Class as a
percentage of the amount of principal distributed to all classes. The remainder
of such Prepayment Premiums will be allocated to the Class X Certificates.

     (d) All of the foregoing distributions to be made from the Distribution
Account on any Distribution Date with respect to the REMIC III Certificates
shall be deemed made from the payments deemed made to REMIC III in respect of
the REMIC II Regular Interests on such Distribution Date pursuant to Section
6.3.

     (i) SECTION 6.4.1. GRANTOR TRUST.

     (a) On each Distribution Date, the Trustee shall withdraw from the Excess
Interest Distribution Account the amount on deposit therein, and shall pay such
amount to the

                                       97
<PAGE>

Holders of the Class N Certificates in respect of their beneficial ownership
interest in the assets of the grantor trust, pro rata in accordance with their
respective Percentage Interests. Such distributions shall be made in addition to
any amounts distributable to such Holders pursuant to Section 6.4 hereof in
respect of their interests in the REMIC regular interest evidenced by such Class
N Certificates, and without regard to whether the REMIC regular interest
component of the Class N Certificates is then outstanding.

     SECTION 6.5 ALLOCATION OF REALIZED LOSSES AND EXPENSE LOSSES.

     (a) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 6.2, the
Uncertificated Principal Balance of each REMIC I Regular Interest (after taking
account of such deemed distributions) shall be reduced to equal the Stated
Principal Balance of the related Mortgage Loan (including without limitation an
REO Mortgage Loan or, if applicable, a Replacement Mortgage Loan) that will be
outstanding immediately following such Distribution Date. Such reductions shall
be deemed to be an allocation of Realized Losses and Expense Losses.

     (b) On each Distribution Date, following the payments deemed to be made to
REMIC III in respect of the REMIC II Regular Interests on such date pursuant to
Section 6.3, the Trustee shall also determine the amount, if any, by which (i)
the then-aggregate Uncertificated Principal Balance of REMIC II Regular
Interests A, B, C, D, E, F, G, H, J, K, L, M and N exceeds (ii) the aggregate
Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date. If such excess does exist, then
the respective Uncertificated Principal Balances of such REMIC II Regular
Interests shall be reduced sequentially, in reverse alphabetical order of letter
designation, in each case, until the first to occur of such excess being reduced
to zero or the Uncertificated Principal Balance of the particular REMIC II
Regular Interest being reduced to zero. Such reductions in the Uncertificated
Principal Balances of such REMIC II Regular Interests shall be deemed to be
allocations of Realized Losses and Expense Losses.

     (c) On each Distribution Date, following the distributions to be made to
the Certificateholders on such date pursuant to Section 6.4, the Trustee shall
determine the amount, if any, by which (i) the then-aggregate Certificate
Principal Balance of the Principal Balance Certificates, exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date. If such excess does exist, then
the Class Principal Balances of the Class N, Class M, Class L, Class K, Class J,
Class H, Class G, Class F, Class E, Class D, Class C and Class B Certificates
shall be reduced sequentially, in that order, in each case, until the first to
occur of such excess being reduced to zero or the related Class Principal
Balance being reduced to zero. If, after the foregoing reductions, the amount
described in clause (i) of the second preceding sentence still exceeds the
amount described in clause (ii) of the second preceding sentence, then the
respective Class Principal Balances of the Class A-1 and Class A-2 Certificates
shall be reduced, pro rata in accordance with the relative sizes of the
then-outstanding Class Principal Balances of such Classes of Certificates, until
the first to occur of such excess being reduced to zero or each such Class
Principal Balance being reduced to zero. Such reductions in the Class Principal
Balances of the respective Classes of Principal Certificates shall be deemed to
be allocations of Realized Losses and Expense Losses.

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     SECTION 6.6 APPRAISAL REDUCTIONS. Not later than the earliest of the dates
set forth in the definition of "Appraisal Event" in respect of any Mortgage
Loan, or within such longer period as the Special Servicer is diligently and in
good faith proceeding to obtain an appraisal, the Special Servicer shall obtain
(A) an Appraisal of the related Mortgaged Property or REO Property, as
applicable, if the Stated Principal Balance of such Required Appraisal Loan
exceeds $1,000,000 or (B) if the Stated Principal Balance of such Required
Appraisal Loan is less than or equal to $1,000,000, at the election of the
Special Servicer an internal valuation prepared by the Special Servicer;
provided that, in the case of either clause (A) or (B), if the Special Servicer
had completed or obtained an Appraisal or internal valuation within the
immediately preceding 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. Such Appraisal or internal valuation shall be updated at
least annually to the extent such Mortgage Loan remains a Required Appraisal
Loan. The cost of any such Appraisal if not an internal valuation performed by
the Special Servicer shall be an expense of the Trust and may be paid from REO
Income, treated as an Additional Trust Expense or advanced by the Special
Servicer (or, at the direction of the Special Servicer, by the Master Servicer)
in which event it shall be treated as a Servicing Advance, subject to Section
4.4 hereof. 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 to
it from time to time by the Special Servicer. Any Appraisal or internal
valuation obtained by the Special Servicer pursuant to this Section 6.6 shall be
delivered by the Special Servicer to the Master Servicer, and the Master
Servicer shall deliver such Appraisal or internal valuation to the Trustee
within 15 days of receipt by the Master Servicer of such Appraisal or internal
valuation from the Special Servicer and the Trustee shall deliver such Appraisal
or internal valuation to the Holders of the Privately Offered Certificates
within 15 days of receipt by the Trustee of such Appraisal or internal valuation
from the Master Servicer.

     SECTION 6.7 COMPLIANCE WITH WITHHOLDING REQUIREMENTS. Notwithstanding any
other provision of this Agreement to the contrary, 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 Trustee reasonably believes are subject to such requirements under the Code.
The consent of Certificateholders shall not be required for any such
withholding. In the event the Trustee withholds any amount from payments made to
any Certificateholder pursuant to federal withholding requirements, the Trustee
shall indicate to such Certificateholder the amount withheld.

                                  ARTICLE VII.
                   CONCERNING THE TRUSTEE AND THE FISCAL AGENT

     SECTION 7.1 DUTIES OF TRUSTEE AND THE FISCAL AGENT

     (a) The Fiscal Agent and the Trustee, prior to the occurrence of an Event
of Default and after the curing or waiver of all Events of Default that may have
occurred, will perform only those duties as are specifically set forth in this
Agreement and no implied

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covenants or obligations shall be read into this Agreement against the Trustee
or the Fiscal Agent. Any permissive right of the Trustee or Fiscal Agent, as
applicable, provided for in this Agreement shall not be construed as a duty of
the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of
Default occurs and is continuing, then, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement and use the same degree of care
and skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

     (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they on
their face conform to the requirements of this Agreement (to the extent such
requirements are set forth herein); provided that the Trustee 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 the Trustee pursuant to this Agreement.
If any such instrument is found on its face not to conform to the requirements
of this Agreement, the Trustee shall take such action as it deems appropriate to
have the instrument corrected, and if the instrument is not corrected to the
Trustee's reasonable satisfaction, the Trustee will provide notice thereof to
the Certificateholders.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee or the Fiscal 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;
provided that:

            (i) Neither the Trustee nor the Fiscal 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 (A) in its reasonable business judgment in
   accordance with this Agreement or (B) at the direction of Holders of
   Certificates entitled to not less than a majority of the Voting Rights;

            (ii) No provision of this Agreement shall require either the Trustee
   or the Fiscal 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) None of the Trustee, the Fiscal Agent or any of their
   respective directors, officers, employees, agents or Controlling Persons
   shall be responsible for any act or omission of the Master Servicer, the
   Special Servicer, the Depositor or any Seller, including, without limitation,
   actions taken pursuant to this Agreement, except to the extent the Trustee or
   Fiscal Agent is acting as Master Servicer or Special Servicer;

            (iv) The execution by the Trustee of any forms or plans of
   liquidation in connection with the REMIC Pools shall not constitute a
   representation by the Trustee or the Fiscal Agent as to the adequacy of such
   form or plan of liquidation;

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            (v) The Trustee and the Fiscal Agent shall not be under any
   obligation to appear in, prosecute or defend any legal action which is not
   incidental to its duties as Trustee or Fiscal 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 and the
   Fiscal Agent shall be entitled to be reimbursed therefor from the Collection
   Account pursuant to Section 5.2(b); and

            (vi) Neither the Trustee nor the Fiscal Agent shall be charged with
   knowledge of any failure by the Master Servicer or the Special Servicer to
   comply with their respective obligations under this Agreement or any act,
   failure, or breach of any Person upon the occurrence of which the Trustee may
   be required to act, except to the extent the Trustee or Fiscal Agent is
   acting as Master Servicer or Special Servicer, or unless a Responsible
   Officer of the Trustee obtains actual knowledge of such failure. The Trustee
   shall be deemed to have actual knowledge of the failure of the Master
   Servicer or Special Servicer to deliver to the Trustee any report,
   certificate or other document required to be delivered to the Trustee but not
   so delivered when required pursuant to this Agreement.

     SECTION 7.2 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE FISCAL AGENT.

     (a) Except as otherwise provided in Section 7.1:

            (i) The Trustee or the Fiscal Agent 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,
   approval, 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 or the Fiscal Agent 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;

            (iii) Neither the Trustee nor the Fiscal 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 the
   Trustee or the Fiscal Agent 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 Fiscal Agent (in their respective
   capacities as such) shall be under no obligation to exercise any of the
   powers vested in it by 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


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   in writing to do so by Holders of Certificates entitled to at least 25% of
   the Voting Rights; provided that, if the payment within a reasonable time to
   the Trustee or the Fiscal Agent of the costs, expenses or liabilities likely
   to be incurred by it in connection with the foregoing is, in the opinion of
   the Trustee not reasonably assured to the Trustee or the Fiscal Agent by the
   security afforded to it by the terms of this Agreement, the Trustee or the
   Fiscal Agent may require reasonable indemnity against such expense or
   liability or payment of such estimated expenses as a condition to proceeding.
   The Trustee's and the Fiscal Agent's reasonable expenses shall be paid by the
   Certificateholders making such request;

            (v) The Trustee and the Fiscal Agent 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 or the Fiscal
   Agent conferred on them by such appointment; provided that the Trustee 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 or the Depositor;

            (vi) The Trustee and the Fiscal Agent shall in no event be required
   to obtain a deficiency judgment against a Mortgagor;

            (vii) Neither the Trustee nor the Fiscal Agent shall be required to
   expend its own funds or otherwise incur any financial liability in the
   performance of any of its duties hereunder (unless otherwise expressly
   required herein to do so) 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 shall be liable for
   any loss on any investment of funds pursuant to this Agreement; provided,
   however, that this provision shall not operate to forgive the Trustee or the
   Fiscal Agent, in their respective individual capacities, for a liability that
   either of them may have for any investment loss and incurred on such
   investment; and

            (ix) unless otherwise specifically required by law, the Trustee and
   the Fiscal Agent shall not be required to post any surety or bond of any kind
   in connection with the execution or performance of its duties hereunder.

     (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
the proceeding relating thereto, and any such

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   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, its assets, any REMIC
Pool or transactions including, without limitation, (A) "prohibited transaction"
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.

     SECTION 7.3 TRUSTEE AND FISCAL AGENT NOT LIABLE FOR CERTIFICATES OR
INTERESTS OR MORTGAGE Loans. The Trustee and the Fiscal Agent make no
representations as to the validity or sufficiency of this Agreement , the
Certificates (other than the certificate of authentication on the Certificates)
or of any Mortgage Loan, Assignment of Mortgage or related document. The Trustee
and the Fiscal Agent shall not be accountable for the use or application by the
Depositor or the Master Servicer or the Special Servicer 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 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. Neither the Trustee nor
the Fiscal 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, except as
provided in Section 2.1(c), 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 or the Special Servicer); any
investment of monies by 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 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 TRUSTEE AND THE FISCAL AGENT MAY OWN CERTIFICATES. The Trustee
and the Fiscal Agent and any agent of the Trustee and the Fiscal 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 and the Fiscal
Agent or such agent.

     SECTION 7.5 ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND FISCAL 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,

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having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority, and (iii) an
institution whose long-term senior unsecured debt is, for so long as a Fiscal
Agent is acting hereunder, rated not less than "BBB" by Fitch IBCA and Baa2 by
Moody's; provided that either the Trustee or the Fiscal Agent shall at all times
be an institution whose long-term senior unsecured debt is rated not less than
"AA" by Fitch IBCA and Aa2 by Moody's 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 or the Fiscal Agent shall cease to be eligible in accordance
with provisions of this Section, the Trustee or Fiscal Agent shall resign
immediately in the manner and with the effect specified in Section 7.6.

     SECTION 7.6 RESIGNATION AND REMOVAL OF TRUSTEE OR FISCAL AGENT.

     (a) The Trustee or the Fiscal 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, the Special Servicer and the Rating
Agencies; provided that such resignation shall not be effective until its
successor shall have accepted the appointment, commenced acting as successor and
Rating Agency Confirmation from Fitch IBCA shall have been obtained with respect
to such appointment. Upon receiving such notice of resignation, the Depositor
will promptly appoint a successor trustee or fiscal 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 concurrently, by written instrument, one copy of which
instrument shall be delivered to the resigning Trustee or Fiscal Agent, one copy
to the successor trustee and one copy to each of the Master Servicer and the
Rating Agencies. If no successor trustee or fiscal agent shall have been so
appointed and shall have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee or Fiscal Agent may petition
any court of competent jurisdiction for the appointment of a successor trustee
or fiscal agent.

     (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; provided, however, that, if
the Trustee and Fiscal Agent agree to indemnify the Trust for such taxes, it
shall not be removed pursuant to this clause (iii), or (iv) the continuation of
the Trustee as such may result in a downgrade, qualification (if applicable) or
withdrawal of the rating by any one or more of the Rating Agencies of any Class
of Certificates (provided that a designation of "negative" credit watch by Fitch
IBCA shall constitute a qualification), then the Depositor may remove such
Trustee and appoint a successor trustee by written instrument, one

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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, the
Special Servicer and the Rating Agencies. In the case of removal under clauses
(i)-(iv) above, the Trustee shall bear all such costs of such 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.

     (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, the Special 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.

     (d) The Holders of Certificates entitled to at least 51% of the Voting
Rights may without cause upon 30 days' written notice to the Trustee or the
Fiscal Agent and to the Depositor remove the Trustee or the Fiscal Agent 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 or the Fiscal Agent so removed; the Depositor shall
thereupon use its best efforts to appoint a successor trustee or fiscal agent in
accordance with this Section. The Certificateholders effecting such transfer
shall be responsible for the reasonable out-of-pocket costs of such removal,
including fees and any related expenses, such as those incurred in transferring
the Mortgage Files to the successor trustee.

     (e) Any resignation or removal of the Trustee or the Fiscal Agent and
appointment of a successor trustee or fiscal agent meeting the eligibility
requirements of Section 7.5 pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor trustee
and fiscal agent as provided in Section 7.7 and the commencement of its
obligations hereunder. Upon any succession of the Trustee or Fiscal Agent under
this Agreement, the predecessor Trustee or Fiscal Agent shall be entitled to the
payment of compensation and reimbursement agreed to under this Agreement for
services rendered and expenses incurred (including without limitation
unreimbursed Advances made thereby, with any related unpaid Advance Interest
accrued on such Advances) at such times and from such sources as if the
predecessor Trustee or Fiscal Agent had not resigned or been removed. The
Trustee and the Fiscal Agent shall not be liable for any action or omission of
any successor trustee or fiscal agent.

     SECTION 7.7 SUCCESSOR TRUSTEE OR FISCAL AGENT.

     (a) Any successor trustee or fiscal agent appointed as provided in Section
7.6 shall execute, acknowledge and deliver to the Depositor and to its
predecessor Trustee an

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instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Fiscal Agent shall become effective and
such successor trustee or fiscal agent, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee or Fiscal Agent herein. The predecessor Trustee shall deliver
to the successor trustee all Mortgage Files and documents and statements related
to the Mortgage Files held by it hereunder, and shall duly assign, transfer,
deliver and pay over 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 and such records or copies thereof maintained
by the predecessor Trustee or Fiscal Agent in the administration hereof as may
be reasonably requested by the successor trustee or fiscal agent and shall
thereupon be discharged from all duties and responsibilities under this
Agreement. In addition, the Depositor and the predecessor Trustee or the Fiscal
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 or the successor fiscal agent 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 and successor
fiscal agent exceed the Trustee Fee.

     (b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such appointment such successor trustee shall be
eligible under the provisions of Section 7.5.

     (c) Upon acceptance of appointment by a successor trustee or fiscal agent
as provided in this Section, the successor trustee or fiscal agent shall mail
notice of the succession of such Trustee or Fiscal Agent hereunder to the
Special Servicer, all Holders of Certificates at their addresses as shown in the
Certificate Register and to the Rating Agencies (evidence of such mailing to be
provided to the Depositor and the Master Servicer). The expenses of such mailing
shall be borne by the successor trustee or fiscal agent.

     SECTION 7.8 MERGER OR CONSOLIDATION OF TRUSTEE. Any Person into which the
Trustee may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which such
Trustee shall be a party, or any Persons succeeding to the business of such
Trustee or Fiscal Agent, shall be the successor of such Trustee or Fiscal Agent
hereunder, 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 OR CUSTODIAN.

     (a) Notwithstanding any other provisions hereof, at any time, the Trustee,
the Depositor or, in the case of the Trust, the Certificateholders entitled to
more than 50% of the Voting Rights 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 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

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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 not be relieved of liability for the actions taken or omissions
made, without the consent of the Trustee, of any co-trustee or separate trustee
appointed by it and shall not be liable for the actions of any co-trustee or
separate trustee not appointed by it.

     (b) 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;

            (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 entitled to more than 50% of the Voting Rights 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.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then-separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, 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

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provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee.

     (d) Any separate trustee, 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.

     (e) 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.

     (f) The Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Trustee's obligations hereunder.

     (g) The Trustee shall pay the reasonable compensation of the co-trustees,
separate trustees or custodians appointed pursuant to this Section 7.9 and shall
be reimbursed in accordance with the standards, specified in Section 7.12
hereof.

     (h) 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 Custodian to hold some or all of the Mortgage Files. The appointment
of a Custodian shall not relieve the Trustee from any duties, liabilities or
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of such Custodian. Upon the appointment of a Custodian, the Trustee
and the Custodian shall enter into a custodial agreement.

     SECTION 7.10 AUTHENTICATING AGENTS.

     (a) The Trustee, at its sole cost and expense, may appoint one or more
Authenticating Agents which shall be authorized to act on behalf of the Trustee
in executing and authenticating Certificates. Wherever reference is made in this
Agreement to the execution and authentication of Certificates by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include execution and authentication on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Depositor and must be a corporation 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, the
City and State of New York or in the State of Illinois, having a combined
capital and surplus of at least $50,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities. The Trustee initially shall be Authenticating Agent hereunder. No
such appointment shall relieve the Trustee of liability or responsibility for
the duties to be carried out by the Authenticating Agent.

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     (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

     (c) Any Authenticating Agent 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 any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of 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.

     (a) The Trustee and each of its 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 not expressly required hereby to be borne by
the Trustee and incurred without negligence or willful misconduct on their part,
arising out of, or in connection with this Agreement, the Certificates and the
acceptance or administration of the trusts 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 hereunder, except to the extent that the Trustee is acting as Master
Servicer or Special Servicer), including the reasonable 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 and each
of its 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 of any
report required to be provided by the Trustee pursuant to this Agreement;
provided that:

            (i) with respect to any such claim, the Trustee shall have given the
   Depositor and the Holders of the Certificates written notice thereof promptly
   after the Trustee shall have knowledge thereof; provided, however, that
   failure to give such notice to the Depositor and the Holders of Certificates
   shall not affect the Trustee's rights to indemnification herein unless the
   Master Servicer's defense of such claim is materially prejudiced thereby;

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            (ii) while maintaining control over its own defense, the Trustee
   shall cooperate and consult fully with the Master Servicer 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
   entered into without the prior consent of the Master Servicer and the Special
   Servicer, which consents shall not be unreasonably withheld.

     (b) The Trustee agrees to indemnify the Trust, the Special Servicer and the
Master Servicer, and any director, officer, manager, member, employee or agent
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 either of them may sustain arising from or
as a result of the willful misfeasance, bad faith or negligence in the
performance of any of the Trustee's duties hereunder or by reason of negligent
disregard of the Trustee'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 (unless such claim, loss,
penalty, fine, forfeiture, legal fees and related costs results from the willful
misfeasance, bad faith or negligence of such indemnified party), and if in any
such situation the Trustee is replaced, the parties hereto agree that the amount
of such claims, losses, penalties, fines, forfeitures, 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 trustee. Each of
the Special Servicer and the Master Servicer shall immediately notify the
Trustee if a claim is made by a third party with respect to this Agreement, the
Certificates or any asset of the Trust Fund entitling the Special Servicer or
the Master Servicer to indemnification hereunder, whereupon the Trustee shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Special Servicer and the Master Servicer) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree that may be entered against it or them in respect of such
claim. Any failure to so notify the Trustee shall not affect any rights the
Special Servicer or the Master Servicer may have to indemnification under this
Agreement or otherwise, unless the Trustee's defense of such claim is materially
prejudiced thereby and the Trustee delivers a certification explaining the
prejudice.

The provisions of this Section 7.11 shall survive any termination of this
Agreement, the resignation or removal of the Trustee and the resignation or
removal of the Master Servicer and the Special Servicer.

     SECTION 7.12 FEES AND EXPENSES OF TRUSTEE AND FISCAL AGENT. Monthly, the
Trustee shall be entitled to receive the Trustee Fee (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 hereunder of the Trustee. On or before the Master Servicer Remittance
Date in each month (commencing in March 2000), the Master Servicer shall,
pursuant to Section 5.2(a), remit to the Trustee for deposit in the Distribution
Account that portion of funds then on deposit in the Collection Account that are
allocable to cover the Trustee Fees, and the Trustee shall be entitled to
withdraw such portion from the Distribution Account to pay itself its unpaid


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Trustee Fees. The Trustee and the Fiscal Agent shall also be entitled to recover
from the Trust all reasonable unanticipated expenses and disbursements incurred
or made by the Trustee and the Fiscal Agent in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
reasonable expenses and disbursements of its outside counsel and other Persons
not regularly in its employ), not including expenses incurred in the ordinary
course of performing its duties as Trustee and Fiscal Agent hereunder, and
except any such expense, disbursement or advance as may arise from its
negligence or bad faith 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 and
Fiscal Agent.

     SECTION 7.13 COLLECTION OF MONEYS. Except as otherwise expressly provided
in this Agreement, the Trustee may demand payment or delivery of, and shall
receive and collect, all money and other property payable to or receivable by
the Trustee pursuant to this Agreement. The Trustee 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 shall not have timely received
amounts to be remitted with respect to the Mortgage Loans from the Master
Servicer, the Trustee shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee
shall subsequently receive any such amount, it may withdraw such request.

     SECTION 7.14 NOTIFICATION TO HOLDERS.

     Upon termination of the Master Servicer or appointment of a successor to
the Master Servicer, the Trustee shall promptly mail notice thereof by first
class mail to the Rating Agencies, the Special Servicer and the
Certificateholders at their respective addresses appearing on the Certificate
Register.

     SECTION 7.15 REPRESENTATIONS AND WARRANTIES OF TRUSTEE AND FISCAL AGENT.

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

            (i) The Trustee is a national banking association, duly organized,
   validly existing and in good standing under the laws 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 Trustee of this Agreement
   have been duly authorized by all necessary corporate 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, (A) any of the
   provisions of any law, governmental rule, regulation, judgment, decrees 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, (B) the organizational documents of the Trustee, or (C) the terms
   of any material agreement or instrument to which the

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   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, (A) to applicable bankruptcy, reorganization,
   insolvency, moratorium and other similar laws affecting creditors' rights
   generally as from time to time in effect, (B) to general principles of equity
   (regardless of whether such enforceability is considered in a proceeding in
   equity or at law) and (C) to public policy considerations underlying the
   securities laws to the extent that such considerations limit the
   enforceability of the provisions of this Agreement that purport to provide
   for indemnification for securities law violations; and

            (v) No litigation is pending or, to the best of 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
   the outcome of which could reasonably be expected to materially and adversely
   affect the execution, delivery and performance by, or the enforceability
   against, the Trustee of this Agreement or the ability of the Trustee to
   perform under the terms of this Agreement.

    (b) The Fiscal Agent hereby represents and warrants as of the Closing Date
that:

            (A) 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;

            (B) 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
     provisions of any law,

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     governmental rule, regulation, judgment, decrees 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;

            (C) 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;

            (D) 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, (A) to applicable
     bankruptcy, reorganization, insolvency, moratorium and other similar laws
     affecting creditors' rights generally as from time to time in effect, (B)
     to general principles of equity (regardless of whether such enforceability
     is considered in a proceeding in equity or at law) and (C) to public policy
     considerations underlying the securities laws to the extent that such
     considerations limit the enforceability of the provisions of this Agreement
     that purport to provide for indemnification for securities law violations;
     and

            (E) (v) No litigation is pending or, to the best of the Fiscal
     Agent's knowledge, threatened, against the Fiscal Agent, the outcome of
     which could reasonably be expected to materially and adversely affect the
     execution, delivery and performance by, or the enforceability against, the
     Fiscal Agent of this Agreement or the ability of the Fiscal Agent to
     perform under the terms of this Agreement.

     SECTION 7.16 FISCAL AGENT TERMINATION EVENT. "FISCAL AGENT TERMINATION
EVENT," wherever used herein, means any one of the following events:

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

            (B) 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

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     appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshaling of
     assets and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the Fiscal
     Agent and such decree or order shall have remained in force undischarged or
     unstayed for a period of 60 days; or

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

            (D) 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

            (E) Either Rating Agency shall indicate its intent to reduce,
     withdraw or qualify, if applicable (which shall include a "negative" credit
     watch or "Rating Alert--negative") the outstanding rating of any Class of
     Certificates because the prospective financial condition or capacity to
     make Advances of the Fiscal Agent is insufficient to maintain such rating;
     or

            (F) The long-term unsecured debt of the Fiscal Agent is rated below
     "AA" (or its equivalent) by either Rating Agency.

     SECTION 7.17 PROCEDURE UPON TERMINATION EVENT. 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 either a successor fiscal agent shall be appointed by the Trustee,
with the consent of the Depositor, or the Trustee shall take such other action
as shall prevent the downgrading of the then-current ratings of the
certificates; provided that in no event shall the termination of the Fiscal
Agent be effective until Rating Agency Confirmation shall have been obtained
with respect to the appointment of a successor fiscal agent or such other
action. 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 of its
Advances (with Advance Interest thereon) to the extent provided in Section 5.2
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
Collection Account.

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     SECTION 7.18 IMPACT OF YEAR 2000 COMPLIANCE

     Any type of difficulties or problems that may be encountered by the Trustee
related in any way to the manipulation of dates or otherwise related to such
party not being Year 2000 ready, shall not in any way relieve such party of its
obligations or liabilities under this Agreement.

     SECTION 7.19 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 $100,000,000, (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 Rating Agencies shall be given prior
written notice of the identity of the proposed successor or resulting Person and
the Rating Agencies shall have provided Rating Agency Confirmation, 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 7.19 have been completed and such action is permitted
by and complies with the terms of this Section 7.19.

     SECTION 7.20 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, using reasonable
business judgment, pursuant to this Agreement; 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.
The provisions of this Section 7.20 shall survive the resignation or removal of
the Fiscal Agent and the termination of this Agreement.

     SECTION 7.21 INDEMNIFICATION OF FISCAL AGENT. The Fiscal Agent and each of
its directors, officers, employees and agents shall be indemnified and held
harmless by the Trust 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

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reason of a breach on the part of the Fiscal Agent of any of its
representations, warranties or covenants contained herein or the Fiscal Agent's
willful misfeasance, bad faith or negligence in the performance of duties
hereunder. The Fiscal Agent shall immediately notify the Master Servicer and the
Trustee if a claim is made by a third party with respect to this Section 4.8
entitling the Fiscal Agent, its directors, officers, employees or agents to
indemnification hereunder, whereupon the Trustee shall assume the defense of any
such claim (with counsel reasonably satisfactory to the Fiscal Agent) and pay
out of the Distribution Account all expenses in connection therewith, including
reasonable counsel fees, and promptly pay, discharge and satisfy out of the
Distribution Account any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the Master Servicer or
Trustee shall not affect any rights the Fiscal Agent, its directors, officers,
employees or agents may have to indemnification under this Section 7.21, unless
the Trustee's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the resignation or removal of the
Fiscal Agent and the termination of this Agreement.

                                 ARTICLE VIII.
                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

     SECTION 8.1 SERVICING STANDARD; GENERAL POWERS AND DUTIES.

     (a) After the Closing Date, each of the Master Servicer and the Special
Servicer shall service and administer the Mortgage Loans and other assets of the
Trust that it is obligated to service and administer pursuant to this Agreement
on behalf of the Trust and in the best interests of and for the sole benefit of
the Certificateholders (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, to the extent consistent with the foregoing,
further as follows: (i) with the same skill, prudence, care and diligence as is
normal and usual in its general mortgage servicing and property management
activities on behalf of third parties (giving due consideration to customary
industry standards) 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; (ii) with a view to the timely collection of all
scheduled payments of principal and interest under the Mortgage Loans or, if a
Mortgage Loan comes into and continues in default and if, in the good faith and
reasonable judgment of the Special Servicer, no satisfactory arrangements can be
made for the collection of the delinquent payments, the maximization of the
recovery on such Mortgage Loan to the Certificateholders (as a collective whole)
on a net present value basis (the relevant discounting of anticipated
collections that will be distributable to Certificateholders to be performed at
the related Net Mortgage Rate); and (iii) without regard to (A) any relationship
that the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof may have with the related Mortgagor, the Depositor, either
Seller, or other servicer of the Mortgage Loans, (B) the ownership of any
Certificate by the Master Servicer or the Special Servicer, as the case may be,
or by any Affiliate thereof, (C) the Master Servicer's obligation to make
Advances, (D) the Special Servicer's obligation to make (or to direct the Master
Servicer to make) Servicing Advances, (E) the right of the Master Servicer (or
any Affiliate thereof) or the Special Servicer (or any

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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, (F) the ownership, management or servicing for
others of any other mortgage loans or mortgaged property; and (G) any obligation
of the Master Servicer or the Special Servicer, as the case may be (as a seller
or an Affiliate of a seller of the Mortgage Loans), to pay any indemnity with
respect to, or repurchase, any Mortgage Loan (the conditions set forth in the
immediately foregoing clauses (i), (ii) and (iii), the "SERVICING STANDARD").
Without limiting the generality of the foregoing, each of the Master Servicer
and the Special Servicer, in its own name, in connection with its servicing and
administrative duties hereunder is hereby authorized and empowered by the
Trustee to exercise all efforts consistent with the foregoing standard and to
execute and deliver, on behalf of the Certificateholders and the Trustee or any
of them, any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; subject to Section 8.18, any and all
modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Properties. Subject to Section 8.18, each of the Master Servicer and the Special
Servicer is also authorized to approve a request by a Mortgagor under a Mortgage
Loan that it is obligated to service and administer pursuant to this Agreement,
for an easement, consent to alteration or demolition, and for other similar
matters, provided that the Master Servicer or the Special Servicer, as the case
may be, determines, exercising its good faith business judgment in the same
manner as it would if it were the owner of the related Mortgage Loan, that such
approval will not affect the security for, or the timely and full collectability
of, the related Mortgage Loan. Subject to Section 8.8, the Trustee shall
furnish, or cause to be furnished, to the Master Servicer and the Special
Servicer any powers of attorney and other documents necessary or appropriate to
enable the Master Servicer or the Special Servicer, as the case may be, to carry
out its servicing and administrative duties hereunder; provided, however, that
the Trustee shall not be held liable for any negligence with respect to, or
misuse of, any such power of attorney by the Master Servicer or the Special
Servicer, as the case may be.

     (b) Except as otherwise expressly set forth herein with respect to specific
duties, the Master Servicer shall be responsible for the servicing and
administration of all the Mortgage Loans other than Specially Serviced Mortgage
Loans and REO Mortgage Loans, and the Special Servicer shall be responsible for
the servicing and administration of Specially Serviced Mortgage Loans, REO
Mortgage Loans and REO Properties and for monitoring the status of Mortgage
Loans that would be Specially Serviced Mortgage Loans but for the first proviso
in clause (a) of the definition of "Specially Serviced Mortgage Loans." Subject
to Section 8.1(a), the Master Servicer and the Special Servicer shall each have
full power and authority, acting alone or, subject to Section 8.4, through
Sub-Servicers, to do or cause to be done any and all things in connection with
such servicing and administration that it may deem necessary or desirable.

     (c) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the

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Master Servicer shall promptly give notice thereof, and shall use its reasonable
best efforts to provide the Special Servicer with all information, documents
(but excluding the original documents in the Mortgage File) and records relating
to the Mortgage Loan either in the Master Servicer's possession or control or
otherwise available to the Master Servicer without undue burden or expense, and
reasonably requested by the Special Servicer to enable it to assume its
functions hereunder with respect thereto without acting through a Sub-Servicer.
Any information shall be provided in a mutually agreed upon format, it being
understood that if no format is agreed upon, a hard copy of such information
shall be permitted. The Master Servicer shall use reasonable efforts to comply
with the preceding sentence within five Business Days of the occurrence of each
related Servicing Transfer Event. The Special Servicer may, as to any delinquent
Mortgage Loan, prior to the occurrence of a Servicing Transfer Event with
respect thereto, upon reasonable request, obtain the foregoing documents and
information.

     Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall promptly give notice thereof, and return
the related Servicing File, to the Master Servicer and upon giving such notice,
and returning such Servicing File, to the Master Servicer, the Special
Servicer's obligation to service such Mortgage Loan, and the Special Servicer's
right to receive the Special Servicing Fee with respect to such Mortgage Loan,
shall terminate, and the obligations of the Master Servicer to service and
administer such Mortgage Loan in accordance with this Agreement shall resume.

     Notwithstanding other provisions in this Agreement to the contrary, the
Master Servicer shall remain responsible for the billing, accounting, reporting
and other basic Master Servicer administrative functions with respect to
Specially Serviced Mortgage Loans, provided that the Special Servicer shall
establish procedures for the Master Servicer as to the application of receipts
and tendered payments and shall have the exclusive responsibility for and
authority over all contacts with and notices to Mortgagors and similar matters
relating to each Specially Serviced Mortgage Loan and the related Mortgaged
Property.

     (d) The Master Servicer and Special Servicer will each be required to
service and administer each of the respective groups of Cross-Collateralized
Mortgage Loans as a single Mortgage Loan as and when it deems necessary and
appropriate, consistent with the Servicing Standard. If any Cross-Collateralized
Mortgage Loan becomes a Specially Serviced Mortgage Loan, then each other
Mortgage Loan with which it is cross-collateralized shall also become a
Specially Serviced Mortgage Loan. Similarly, no Cross-Collateralized Mortgage
Loan may subsequently become a Corrected Mortgage Loan, unless and until all
Servicing Transfer Events in respect of each other Mortgage Loan with which it
is cross-collateralized, are remediated or otherwise addressed as contemplated
above.

     (e) Notwithstanding anything in this Agreement to the contrary, in the
event that the Master Servicer and the Special Servicer are the same Person, all
notices, certificates, information and consents required to be given by the
Master Servicer to the Special Servicer or vice versa shall be deemed to be
given without the necessity of any action on such Person's part.

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     (f) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and, unless the same Person acts in both capacities, 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. Unless the
same person acts in both capacities, the Master Servicer shall have no
responsibility for the performance of the Special Servicer of its duties under
this Agreement, and the Special Servicer shall have no responsibility for the
performance of the Master Servicer under this Agreement.

     SECTION 8.2 COLLECTION OF MORTGAGE LOAN PAYMENTS.

     (a) The Master Servicer (or the Special Servicer with respect to the
Specially Serviced Mortgage Loans) shall, in accordance with the Servicing
Standard, make reasonable efforts to collect all payments called for under the
terms and provisions of the Mortgage Loans, and shall follow procedures which
are consistent with the Servicing Standard; provided, however, that nothing
herein contained shall be construed as an express or implied guarantee by the
Master Servicer or the Special Servicer of the collectability of the Mortgage
Loans. Consistent with the foregoing, the Master Servicer may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage
Loan (other than a Specially Serviced Mortgage Loan) and the Special Servicer
may in its discretion waive any Penalty Charge in connection with any delinquent
payment on a Specially Serviced Mortgage Loan.

     (b) With respect to each Mortgage Loan, if any Lock-Box Agreement or
similar agreement is required by the terms of the related Mortgage, the Master
Servicer shall establish and maintain one or more 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. Subject to the terms of the related
Mortgage, any Lock-Box Agreement or similar agreement, Lock-Box Accounts shall
be Eligible Accounts. The Master Servicer shall apply the funds deposited in
such accounts in accordance with the terms of the related Mortgage, any Lock-Box
Agreement and/or any similar agreement and in accordance with the Servicing
Standard.

     (c) So long as the related Mortgage Note has not been accelerated, the
Master Servicer and the Special Servicer shall not take any enforcement action
other than requests for payment with respect to payment of Excess Interest or
principal in excess of the principal component of the Monthly Payment prior to
the final maturity date. The Master Servicer and the Special Servicer will also
be permitted to forgive the payment of Excess Interest under the circumstances
set forth in Section 8.18.

     SECTION 8.3 COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS; SERVICING
ACCOUNTS AND RESERVE ACCOUNTS.

     (a) The Master Servicer shall establish and maintain one or more accounts
(the "SERVICING ACCOUNTS") into which all Escrow Payments shall be deposited and
retained. Subject to the terms of the related Mortgage Note and Mortgage,
Servicing Accounts shall be Eligible Accounts. Withdrawals of amounts so
collected in respect of any Mortgage Loan (and interest earned thereon) from a
Servicing Account may be made only to: (i) effect payment of

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real estate taxes, assessments, insurance premiums, ground rents (if applicable)
and comparable items in respect of the related Mortgaged Property; (ii)
reimburse the Master Servicer, the Special Servicer or the Trustee, as
applicable, for any unreimbursed Servicing Advances and unreimbursed Advance
Interest made thereby to cover any of the items described in the immediately
preceding clause (i); (iii) refund to the related Mortgagor any sums as may be
determined to be overages; (iv) pay interest, if required and as described
below, to the related Mortgagor on balances in the Servicing Account (or, if and
to the extent not payable to the related Mortgagor, to pay such interest to the
Master Servicer); or (v) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 10.1. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the
Mortgagors interest on funds in Servicing Accounts maintained thereby, to the
extent required by law or the terms of the related Mortgage Loan, and otherwise
may retain such amounts.

     (b) The Master Servicer shall (i) maintain accurate records with respect to
each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and
the status of insurance premiums and any ground rents payable in respect thereof
and (ii) use reasonable efforts to obtain, from time to time, all bills for the
payment of such items (including renewal premiums); and the Master Servicer
shall effect payment thereof (in the case of Specially Serviced Mortgage Loans,
at the direction of the Special Servicer) prior to the applicable penalty or
termination date, employing for such purpose Escrow Payments as allowed under
the terms of the related Mortgage Loan. To the extent that a Mortgage Loan does
not require a Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items,
the Master Servicer (or the Special Servicer with respect to the Specially
Serviced Mortgaged Loans) shall use efforts consistent with the Servicing
Standard to cause the related Mortgagor to comply with the requirements of the
related Mortgage for payments in respect of such items at the time they first
become due.

In accordance with the Servicing Standard, the Master Servicer (at the direction
of the Special Servicer in the case of Specially Serviced Mortgage Loans, but
upon five Business Days notice (or such lesser period as the Special Servicer
shall reasonably request)) shall, subject to Section 4.4, advance with respect
to each related Mortgaged Property all such funds as are necessary for the
purpose of effecting the payment of (i) real estate taxes, assessments and other
similar items that are or may become a lien thereon, (ii) ground rents (if
applicable), and (iii) premiums on Insurance Policies, in each instance if and
to the extent that Escrow Payments, if any, collected from the related Mortgagor
are insufficient to pay such item when due and the related Mortgagor has failed
to pay such item on a timely basis, [unless, with respect to the payment of
taxes and assessments, the Master Servicer reasonably anticipates that such bill
will be paid by the Mortgagor by the close of business on or before the penalty
date, but in any event the Master Servicer shall make such Advance within 90
days after such date or five (5) Business Days after the Master Servicer has
received confirmation that such item has not been paid, whichever is earlier,
provided that during such 90-day period the Master Servicer shall use best
efforts consistent with the Servicing Standard to confirm whether such bill has
been paid]. All such advances shall be reimbursable in the first instance from
related collections from the Mortgagors, and further as provided in Section 5.2.
No costs incurred by the Master Servicer or the Special

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Servicer in effecting the payment of real estate taxes, assessments, ground
rents (if applicable) and other similar items on or in respect of the Mortgaged
Properties shall, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

     (c) The Master Servicer shall establish and maintain, as applicable, one or
more accounts (the "RESERVE ACCOUNTS"), into which all Reserve Funds, if any,
shall be deposited and retained. Withdrawals of amounts so deposited may be made
to pay for, or to reimburse the related Mortgagor in connection with, the
related repairs, environmental remediation, replacements, capital improvements
and/or similar items at the related Mortgaged Property if such repairs,
environmental remediation, replacements, capital improvements and/or similar
items have been completed, and such withdrawals are made, in accordance with the
Servicing Standard and the terms of the related Mortgage Note, Mortgage and any
agreement with the related Mortgagor governing such Reserve Funds. Subject to
the terms of the related Mortgage Note and Mortgage, all Reserve Accounts shall
be Eligible Accounts. Within 12 months after the Closing Date, the Master
Servicer shall deliver a report to the Special Servicer, the Trustee, the
Operating Adviser and the Depositor setting forth the status of each of the
Reserve Accounts established for a specified purpose and fully funded on the
Closing Date and the actions taken in respect of the purposes for which such
Reserve Accounts were established and any recommendations in respect thereof.

     SECTION 8.4 SUB-SERVICING AGREEMENTS.

     (a) The Master Servicer and the Special Servicer may each enter into
Sub-Servicing Agreements for the servicing and administration of all or a part
of the Mortgage Loans for which it is responsible hereunder, provided that, in
each case, the Sub-Servicing Agreement: (i) is not inconsistent with this
Agreement and shall provide that the Sub-Servicer shall maintain errors and
omissions insurance and fidelity bond coverage as required of the Master
Servicer or the Special Servicer under Section 8.5 hereof, (ii) provides that if
the Master Servicer or the Special Servicer, as the case may be, shall for any
reason no longer be the Master Servicer or Special Servicer, as applicable,
hereunder (including, without limitation, by reason of an Event of Default and
its termination hereunder), the Trustee or its designee may (or in the case of
any Sub-Servicing Agreement between PMCC (or any Affiliate) and the Master
Servicer (the "PMCC Sub-Servicing Agreement") and the Master Servicer and any
primary servicer of RFC Loans (the "RFC Sub-Servicing Agreement"), such Person
shall) thereupon assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of the Master Servicer or the
Special Servicer, as the case may be, under such agreement or, alternatively
(except in the case of the PMCC Sub-Servicing Agreement and the RFC
Sub-Servicing Agreement), may terminate such agreement without payment of any
termination fee or penalty out of the Trust; (iii) in the case of a
Sub-Servicing Agreement entered into by the Master Servicer, expressly or
effectively provides that (if the Master Servicer and the Special Servicer are
not the same Person) such agreement may terminate with respect to any Mortgage
Loan serviced thereunder at the time such Mortgage Loan becomes a Specially
Serviced Mortgage Loan (provided that such agreement may provide that such
Mortgage Loan may again be serviced thereunder if it becomes a Corrected
Mortgage Loan); (iv) in the case of a Sub-Servicing Agreement entered into by
the

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Special Servicer, relates only to Specially Serviced Mortgage Loans or REO
Properties and expressly or effectively provides that (if the Master Servicer
and the Special Servicer are not the same Person) such agreement shall terminate
with respect to any such Mortgage Loan that becomes a Corrected Mortgage Loan;
(v) provides that the Trustee for the benefit of the Certificateholders shall be
a third party beneficiary under such Sub-Servicing Agreement, but that (except
to the extent the successor to the Master Servicer or Special Servicer, as
applicable (including the Trustee or its designee) assumes the obligations of
the Master Servicer or the Special Servicer, as the case may be, thereunder as
contemplated by the immediately preceding clause (ii)) none of the Trust Fund,
the Trustee, any successor master servicer or special servicer (unless and to
the extent that the successor master servicer or the special servicer is a party
to such Sub-Servicing Agreement), as the case may be, or any Certificateholder
shall have any duties under such Sub-Servicing Agreement or any liabilities
arising therefrom; (vi) permits any purchaser of a Mortgage Loan pursuant to
this Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Mortgage Loan at its option and without penalty and (vii) does not
permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund. References in this Agreement to
actions taken or to be taken by the Master Servicer or the Special Servicer, as
the case may be, include actions taken or to be taken by a Sub-Servicer on
behalf of the Master Servicer or the Special Servicer, as the case may be; and,
in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the
obligations of the Master Servicer or the Special Servicer, as the case may be,
hereunder to make Servicing Advances and P&I Advances shall be deemed to have
been advanced by the Master Servicer or the Special Servicer, as the case may
be, out of its own funds. For purposes of this Agreement, the Master Servicer
and the Special Servicer each shall be deemed to have received any payment when
the Sub-Servicer receives such payment. Annually, in connection with the
delivery of the Officer's Certificate contemplated in Section 8.12, the Master
Servicer and the Special Servicer each shall identify to the other, the Trustee
and the Depositor any Sub-Servicers then retained thereby.

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

     (c) As part of its servicing activities hereunder, the Master Servicer and
the Special Servicer, for the benefit of the Trustee and the Certificateholders,
shall (at no expense to the Trustee, the Certificateholders or the Trust Fund)
monitor the performance and enforce the obligations of each Sub-Servicer
retained by it under the related Sub-Servicing Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer or the Special Servicer,
as the case may be, would require were it the owner of the Mortgage Loans.
Subject to the terms of the applicable Sub-Servicing Agreement, the Master
Servicer and the Special Servicer each shall have the right to remove a
Sub-Servicer retained by it at any time it considers such removal to be in the
best interests of Certificateholders.

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

     (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer each shall remain obligated and liable to the Trustee and
the Certificateholders for the servicing and administration of the Mortgage
Loans in accordance with the provisions of this Agreement to the same extent and
under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans for which it is responsible. The Master
Servicer or the Special Servicer, as applicable, shall indemnify the Trust Fund
against any loss, damage or liability arising by reason of the willful
misfeasance, bad faith or negligence in the performance of duties by any
Sub-Servicer appointed by it or by reason of negligent disregard by such
Sub-Servicer of obligations and duties under this Agreement and such
Sub-Servicing Agreement.

     (f) Notwithstanding anything to the contrary contained herein, neither the
Master Servicer nor the Special Servicer shall have the right to delegate to any
Sub-Servicer any right granted to the Master Servicer or the Special Servicer,
as applicable, hereunder to modify or foreclose upon any Mortgage Loan except
with the prior written consent and specific instructions of the Master Servicer
or Special Servicer, as applicable.

     (g) The fees of a Sub-Servicer (including the Primary Servicing Fees) shall
be the obligation of the Master Servicer or the Special Servicer, as applicable,
that entered into the related Sub-Servicing Agreement, and the Trust Fund shall
not bear any such fees or any termination fee payable to any Sub-Servicer as a
result of the Sub-Servicer's termination.

     (h) The parties hereto acknowledge that any Sub-Servicer may itself
delegate the servicing and administration of all or a part of the Mortgage Loans
for which it is responsible to another sub-servicer, provided that the Master
Servicer shall remain obligated and liable for the servicing and administration
of the Mortgage Loans in accordance with sub-section (e) above.

     (i) The parties hereto acknowledge that each Mortgage Loan Seller under its
respective Mortgage Loan Purchase Agreement is required to promptly remit to the
Trustee any scheduled payments of principal and interest due after the Cut-off
Date, and that neither Mortgage Loan Seller shall be deemed a sub-servicer under
this Section 8.4 by virtue of such payments.

     SECTION 8.5 MAINTENANCE OF INSURANCE POLICIES; ERRORS AND OMISSIONS AND
FIDELITY COVERAGE.

     (a) The Master Servicer shall use reasonable efforts to cause each
Mortgagor to maintain in respect of the related Mortgaged Property all insurance
coverage (other than

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earthquake insurance) as is required under the related Mortgage; provided that
if any Mortgage permits the holder thereof to dictate to the Mortgagor the
insurance coverage to be maintained on such Mortgaged Property, the Master
Servicer, or the Special Servicer in the case of Specially Serviced Mortgage
Loans, shall impose such insurance requirements as are consistent with the
Servicing Standard. If a Mortgagor fails to maintain such insurance, the Master
Servicer shall (to the extent available at commercially reasonable rates and to
the extent the Trustee, as mortgagee on behalf of the Trust, has an insurable
interest) obtain such insurance (which may be through a master or single
interest policy), and the cost (including any deductible relating to such
insurance) of such insurance (or in the case of a master or single interest
policy, the incremental cost (including any deductible relating to such
insurance) of such insurance relating to the specific Mortgaged Property) shall
be a Servicing Advance (subject to the limitations set forth in Section 4.2(a))
recoverable by the Master Servicer pursuant to Section 5.2. If at any time a
Mortgaged Property is located in an area identified in the Flood Hazard Boundary
Map or Flood Insurance Rate Map issued by the Federal Emergency Management
Agency as having special flood hazards or it becomes located in such area by
virtue of remapping conducted by such agency (and flood insurance has been made
available), then upon the Master Servicer or the Special Servicer becoming aware
of such fact (using efforts consistent with the Servicing Standard), the Master
Servicer, or the Special Servicer in the case of Specially Serviced Mortgage
Loans, shall, if and to the extent that the Mortgage Loan requires the Mortgagor
or permits the Mortgagee to require the Mortgagor to do so, use efforts
consistent with the Servicing Standard to cause the related Mortgagor to
maintain a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing
coverage of not less than the least of (i) the unpaid principal balance of the
related Mortgage Loan, (ii) the full insurable value of such Mortgaged Property,
(iii) the maximum amount of insurance coverage available under the National
Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the
National Flood Insurance Reform Act of 1994, as amended, and (iv) 100% of the
replacement cost of the improvements on such Mortgaged Property. If (i) the
Mortgagor is required by the terms of the Mortgage Loan to maintain such
insurance (or becomes obligated by virtue of the related Mortgaged Property
becoming located in such area by virtue of such remapping) or (ii) the terms of
the Mortgage Loan permit the mortgagee to require the Mortgagor to obtain such
insurance, the Master Servicer shall promptly notify the Mortgagor of its
obligation to obtain such insurance. If the Mortgagor fails to obtain such flood
insurance within 120 days of such notification, the Master Servicer shall obtain
such insurance (to the extent available at commercially reasonable rates), and
the cost of such insurance shall be a Servicing Advance recoverable by the
Master Servicer pursuant to Section 5.2. The Special Servicer shall cause to be
maintained for each REO Property no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage if obtaining such insurance
can be done at commercially reasonable rates. In addition, the Special Servicer
shall be entitled to cause to be maintained earthquake insurance for any REO
Property if obtaining such insurance is in accordance with its Servicing
Standard and such insurance can be obtained for such REO Property at
commercially reasonable rates.

     All such insurance policies shall contain a "standard" mortgagee clause or
shall identify the Trustee as the named insured, as applicable, with any loss
payable to the Master Servicer (in the case of Mortgaged Properties) or the
Special Servicer (in the case of REO

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Properties) on behalf of the Trustee. Any amounts collected by the Master
Servicer or the Special Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or REO
Property or amounts to be released to the related Mortgagor, in each case in
accordance with applicable law, the terms of the related Mortgage Loan documents
and the Servicing Standard) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 5.2. Any cost incurred by the Master
Servicer or the Special Servicer in maintaining any such insurance shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the outstanding principal
balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit.

     (b) (i) If the Master Servicer or the Special Servicer, as applicable,
causes any Mortgaged Property or REO Property to be covered by a blanket
insurance policy, which provides protection equivalent to the individual
policies otherwise required, the Master Servicer or Special Servicer will
conclusively be deemed to have satisfied its respective obligations to cause
hazard insurance to be maintained on such Mortgaged Properties or REO
Properties. Such policy may contain a deductible clause, in which case the
Master Servicer or the Special Servicer, as applicable, will in the event that
(i) there shall not have been maintained on the related Mortgaged Property or
REO Property a policy otherwise complying with the provisions of Section 8.5(a),
and (ii) a loss occurs that would have been covered by such a policy had it been
maintained, immediately deposit into the Collection Account from its own funds
the amount not otherwise payable under such policy because of such deductible,
to the extent that any such deductible exceeds the deductible limitation that
pertained to the related Mortgage Loan, or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with the
Servicing Standard. The Master Servicer and the Special Servicer each agrees to
prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket insurance policy maintained by it in a timely
fashion in accordance with the terms of such policy. The incremental cost of
such insurance allocable to any Mortgaged Property or REO Property, if not borne
by the Mortgagor, will be paid by the Master Servicer as a Servicing Advance.

     (ii) If the Master Servicer or the Special Servicer, as applicable, causes
any Mortgaged Property or REO Property to be covered by a master force placed
insurance policy, which provides protection equivalent to the individual
policies otherwise required, the Master Servicer or Special Servicer shall
conclusively be deemed to have satisfied its respective obligations to cause
hazard insurance to be maintained on such Mortgaged Properties and/or REO
Properties. Such policy may contain a deductible clause, in which case the
Master Servicers or the Special Servicer, as applicable, shall in the event that
(i) there shall not have been maintained on the related Mortgaged Property or
REO Property a policy otherwise complying with the provisions of Section 8.5(a),
and (ii) there shall have been one or more losses which would have been covered
by such a policy had it been maintained, immediately deposit into the Collection
Account from its own funds the amount not otherwise payable under such policy
because of such deductible to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, or, in the
absence of any such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. The Master Servicer and the Special
Servicer each agrees to prepare and present, on behalf of itself, the

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Trustee and Certificateholders, claims under any such master force placed
insurance policy maintained by it in a timely fashion in accordance with the
terms of such policy. The incremental cost of such insurance allocable to any
Mortgaged Property or REO Property, if not borne by the Mortgagor, will be paid
by the Master Servicer as a Servicing Advance.

     (c) Each of the Master Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
insurance policy covering its officers and employees. The amount of coverage
shall be at least equal to the coverage that would be required by FNMA or FHLMC,
whichever is greater, with respect to the Master Servicer or Special Servicer,
as the case may be, if the Master Servicer or Special Servicer, as the case may
be, were servicing and administering the Mortgage Loans and/or REO Properties
for which it is responsible hereunder for FNMA or FHLMC. Coverage of the Master
Servicer or the Special Servicer under a policy or bond obtained by an Affiliate
of such Person and providing the coverage required by this Section 8.5(c) shall
satisfy the requirements of this Section 8.5(c).

     (d) All insurance coverage required to be maintained by the Master Servicer
or the Special Servicer under this Section 8.5 shall be obtained from Qualified
Insurers (A) whose claims-paying ability is rated (or the obligations of which
are guaranteed or backed by a company having such claims paying ability or
rating) at least "A" or its equivalent by the Rating Agencies (or if not rated
by Fitch, then no lower than "A" by S&P or "A-IX" by A.M. Best) or (B) who are
(as evidenced by the receipt of Rating Agency Confirmation) otherwise acceptable
to each Rating Agency.

     SECTION 8.6 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS;
SUBORDINATE FINANCING.

     (a) If any 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 or other transfer
   directly or indirectly of an interest in the related Mortgaged Property; or

            (ii) provides that such Mortgage Loan may not be assumed without the
   consent of the mortgagee in connection with any such sale or other transfer,

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 8.18(a), waive its right to exercise) any right
it may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to any such sale or other transfer, in a
manner consistent with the Servicing Standard; provided, however, that if the
Mortgaged Property to be sold or transferred relates to a Mortgage Loan (I) (A)
that constitutes 2% or more of the Stated Principal Balance of all the Mortgage
Loans (taking into account for the purposes of such calculation, (a) in the case
of any such Mortgage Loan that is a Cross-Collateralized Mortgage Loan, any
Mortgage Loan with which it is cross-collateralized and (b) in the case of

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any such Mortgage Loan with respect to which the related Mortgagor or its
affiliate is a Mortgagor with respect to one or more other Mortgage Loans, such
other Mortgage Loan or Mortgage Loans), or (B) that is one of the ten largest
Mortgage Loans in the Trust Fund (based on its then unpaid principal balance,
and calculated as set forth in clauses (a) and (b) above), then any such sale or
transfer shall require Rating Agency Confirmation from Moody's, and (II) that is
one of the ten largest Mortgage Loans in the Trust Fund (based on its then
unpaid principal balance, and calculated as set forth in clauses (a) and (b)
above), then any such sale or transfer shall require Rating Agency Confirmation
from Fitch IBCA. In the event that the Special Servicer intends or is required,
in accordance with the preceding sentence, the Mortgage Loan documents or
applicable law, to permit the transfer of any Mortgaged Property, the Special
Servicer, if consistent with the Servicing Standard, may enter into a
substitution of liability agreement, pursuant to which the original Mortgagor
and any original guarantors are released from liability, and the transferee and
any new guarantors are substituted therefor and become liable under the Mortgage
Note and any related guaranties. In connection with any such transfer and
substitution, the Special Servicer may require from the related Mortgagor a
reasonable and customary fee for the additional services performed by it,
together with reimbursement for any related costs and expenses incurred by it
(but only to the extent that charging such fee will not be a significant
modification of the Mortgage Loan for purposes of the REMIC Provisions and will
not result in an Adverse REMIC Event in respect of any REMIC Pool). The Special
Servicer shall promptly notify the Trustee and the Master Servicer of any such
agreement and forward the original thereof to the Trustee for inclusion in the
related Mortgage File (with a copy to the Master Servicer and the Rating
Agencies). In connection with the Rating Agency Confirmation, the Special
Servicer shall prepare and deliver to the Rating Agencies a memorandum outlining
its analysis and recommendation in accordance with the Servicing Standard,
together with copies of all relevant documentation.

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

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

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

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 8.18(a)(ii), 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; provided, however, that any such waiver shall require Rating Agency
Confirmation if such Mortgage Loan satisfies the criteria for requiring Rating
Agency Confirmation set forth in Section 8.6(a).

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     (c) Nothing in this Section 8.6 shall constitute a waiver of the Trustee's
right, as the mortgagee of record, to receive notice of any assumption of a
Mortgage Loan, any sale or other transfer of the related Mortgaged Property or
the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

     (d) Except as otherwise permitted by Section 8.18, the Special Servicer
shall not agree to modify, waive or amend any term of any Mortgage Loan in
connection with the taking of, or the failure to take, any action pursuant to
this Section 8.6.

     (e) The Master Servicer shall not permit defeasance of any Mortgage Loan
(x) on or before the earliest date on which defeasance is permitted under the
terms of such Mortgage Loan, or (y) to the extent inconsistent with the terms of
such Mortgage Loan. To the extent consistent with the terms and provisions of
the related Mortgage Loan documents, the Master Servicer will not permit
defeasance of any Mortgage Loan unless (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 (provided that the Master
Servicer shall be entitled to rely conclusively on an Opinion of Counsel to that
effect), (iii) the Master Servicer has notified the Rating Agencies, (iv) the
Rating Agencies have confirmed that such defeasance will not result in the
qualification (if applicable), downgrade or withdrawal of the rating then
assigned to any Class of Certificates to which a rating has been assigned by
either Rating Agency, (v) the Master Servicer has requested and received from
the related Mortgagor (A) an Opinion of Counsel generally to the effect 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 in full on or before its Stated Maturity Date and in accordance with the
Monthly Payment (or, in the case of an Anticipated Repayment Date Loan, on or
before its Anticipated Repayment Date) and to timely pay each Monthly Payment
scheduled to be due prior thereto but after the defeasance and (vi) a
single-purpose entity (as defined below) is designed to assume the Mortgage Loan
and own the defeasance collateral; provided, that, if under the terms of the
related Mortgage Loan documents, the related Mortgagor delivers cash to purchase
the defeasance collateral rather than the defeasance collateral itself, the
Master Servicer shall purchase the U.S. Treasury obligations contemplated by the
related Mortgage Loan documents. Subsequent to the second anniversary of the
Closing Date to the extent that the Master Servicer can in accordance with the
related Mortgage Loan documents require defeasance of any Mortgage Loan in lieu
of accepting a prepayment of principal thereunder, including a prepayment of
principal accompanied by a Prepayment Premium or Yield Maintenance Charge, the
Master Servicer shall, to the extent it is consistent with the Servicing
Standard, require such defeasance, provided that the conditions set forth in
clauses (i) through (vi) of the preceding sentence have been satisfied. Any
customary and reasonable out-of-pocket expense incurred by the Master Servicer
pursuant to this Section 8.6 shall be paid by the Mortgagor of the defeased
Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent
document, if so allowed by the terms of such documents, and otherwise such
expenses shall be recoverable as a Servicing Advance. For purposes of this
paragraph, a "single-purpose entity" shall mean a Person, other than an
individual, whose organization documents provide as follows: it is formed solely
for the purpose

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of owning and operating a single property, assuming a Mortgage Loan and owing
and pledging Defeasance Collateral; it may not engage in any business unrelated
to such property and the financing thereof; it does not have and may not own any
assets other than those related to its interest in the property or the financing
thereof and may not incur any indebtedness other than as permitted by the
related Mortgage: it shall maintain its own books, records and accounts, in each
case which are separate and apart from the books, records and accounts of any
other person; it shall hold regular meetings, as appropriate, to conduct its
business, and shall observe all entity level formalities and record keeping; it
shall conduct business in its own name and use separate stationery, invoices and
checks; it may not guarantee or assume the debts or obligations of any other
person; it shall not commingle its assets or funds with those of any other
person; it shall pay its obligations and expenses from its own funds and
allocate and charge reasonably and fairly any common employees or overhead
shared with affiliates; it shall prepare separate tax returns and financial
statements or, if part of a consolidated group, shall be shown as a separate
member of such group; it shall transact business with affiliates on an arm's
length basis pursuant to written agreements; and it shall hold itself out as
being a legal entity, separate and apart from any other person. The
single-purpose entity organizational documents shall 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 during the term of the Mortgage Loan.

     SECTION 8.7 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

     (a) The Master Servicer shall notify the Special Servicer of the occurrence
of a Servicing Transfer Event in respect of any Mortgage Loan and, subject to
Section 8.18, the Special Servicer shall monitor such Mortgage Loan, evaluate
whether the causes of any default thereunder can be corrected over a reasonable
period without significant impairment of the value of the related Mortgaged
Property, initiate corrective action in cooperation with the Mortgagor if, in
the Special Servicer's reasonable and good faith judgment, cure is likely, and
take such other actions as are consistent with the Servicing Standard. If, in
the Special Servicer's reasonable and good faith judgment, such corrective
action has been unsuccessful, no satisfactory arrangement can be made for
collection of delinquent payments and no other alternative consistent with the
Servicing Standard can be negotiated, and the defaulted Mortgage Loan has not
been released from the Trust Fund pursuant to any provision hereof, then the
Special Servicer shall, subject to subsections (b) through (d) of this Section
8.7, exercise reasonable efforts, consistent with the Servicing Standard, to
foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of property securing such Mortgage Loan. The
foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer
and the Special Servicer shall each have the right but not the obligation to
expend its own funds as a Servicing Advance toward the restoration of such
property if it shall determine in its reasonable discretion (i) that such
restoration will increase, on a net present value basis, the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement
to itself for such Advances (together with Advance Interest), and (ii) that such
Advances (together with Advance Interest) will be recoverable by the Master
Servicer or Special Servicer, as the case may be, out of the proceeds of
liquidation of such Mortgaged Property, as contemplated in Section 5.2. The
Special

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Servicer (or, at the direction of the Special Servicer, the Master Servicer)
shall be responsible for all other costs and expenses incurred by it in any such
proceedings, subject to its being entitled to reimbursement therefor as a
Servicing Advance as provided in Section 4.2 or Section 5.2, and further subject
to its being entitled to pay out of the related Liquidation Proceeds any
Liquidation Expenses incurred in respect of any Mortgage Loan, which Liquidation
Expenses were outstanding at the time such proceeds are received. When
applicable state law permits the Special Servicer to select between judicial and
non-judicial foreclosure in respect of any Mortgaged Property, the Special
Servicer shall make such selection in a manner consistent with the Servicing
Standard. Nothing contained in this Section 8.7 shall be construed so as to
require the Special Servicer, on behalf of the Trust Fund, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Special Servicer
in its sole judgment taking into account, among other things, the physical
condition of the Mortgaged Property, the state of the local economy, the Trust's
obligation to dispose of any REO Property within the period specified in Section
8.19, and the results of any Appraisal obtained pursuant to this Agreement, all
such bids to be made in a manner consistent with the Servicing Standard. If and
when the Master Servicer or the Special Servicer deems it necessary and prudent
for purposes of establishing the fair market value of any Mortgaged Property
securing a defaulted Mortgage Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer is authorized to have an
Appraisal performed with respect to such property (the cost of which Appraisal
shall be covered by, and be reimbursable as, a Servicing Advance).

     (b) The Special Servicer shall not acquire any personal property pursuant
to this Section 8.7 (with the exception of cash or cash equivalents pledged as
collateral for a Mortgage Loan) unless either:

            (i) such personal property is incident to real property (within the
   meaning of Section 856(e)(1) of the Code) so acquired by the Special
   Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
   (the cost of which may be withdrawn from the Collection Account pursuant to
   Section 5.2) to the effect that the holding of such personal property by the
   Trust Fund will not cause the imposition of a tax on the Trust Fund or any
   REMIC Pool under the REMIC Provisions or cause any of REMIC I, REMIC II or
   REMIC III to fail to qualify as a REMIC at any time that any Certificate is
   outstanding.

     (c) Notwithstanding the foregoing provisions of this Section 8.7, the
Special Servicer shall not, on behalf of the Trustee, complete foreclosure
proceedings, obtain title to a Mortgaged Property in lieu of foreclosure or
otherwise, have a receiver of rents appointed with respect to any Mortgaged
Property, or take any other action with respect to any Mortgaged Property, if,
as a result of any such action, the Trustee, on behalf of the
Certificateholders, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously received an Environmental
Assessment in respect of such Mortgaged Property prepared (within the prior
three-month period) by a Person who regularly

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conducts Environmental Assessments and the Special Servicer, based solely (as to
environmental matters and related costs) on the information set forth in such
Environmental Assessment, determines that:

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

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

The cost of any such Environmental Assessment, as well as the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding paragraph, may be withdrawn from the Collection
Account by the Master Servicer as an expense of the Trust pursuant to Section
5.2; and if any such Environmental Assessment so warrants, the Special Servicer
shall, at the expense of the Trust payable out of the Collection Account
pursuant to Section 5.2, perform such additional environmental testing as is
consistent with the Servicing Standard to determine whether the conditions
described in clauses (i) and (ii) of the preceding paragraph have been
satisfied. The costs of such testing shall be a Servicing Advance.

     (d) If the environmental testing contemplated by subsection (c) above
establishes that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a defaulted Mortgage Loan, then the Special Servicer shall
take such action as it deems to be in the best economic interest of the Trust
Fund (other than proceeding to acquire title to the Mortgaged Property) and is
hereby authorized at such time as it deems appropriate to release all or a
portion of such Mortgaged Property from the lien of the related Mortgage.

     (e) The Special Servicer shall provide to the Master Servicer, the
Operating Advisor, the Trustee, the Depositor and each Rating Agency, written
reports regarding any material actions taken by the Special Servicer with
respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which
the environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earliest to occur of
satisfaction of both such conditions, removal of the related Mortgage Loan from
the Trust Fund and release of the lien of the related Mortgage on such Mortgaged
Property.

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     (f) The Master Servicer shall report to the Internal Revenue Service and
the related Mortgagor, in the manner required by applicable law, the information
required to be reported regarding any Mortgaged Property which is abandoned or
foreclosed, and the information required to be reported regarding the discharge
of any debt. The Special Servicer shall provide the Master Servicer with such
information and reports as the Master Servicer deems necessary to fulfill its
obligations under this Section 8.7(f) promptly upon the Master Servicer's
request therefor. The Master Servicer shall deliver a copy of any such report to
the Trustee and the Special Servicer.

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

     (h) The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each Final Recovery Determination in respect of a
defaulted Mortgage Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Master Servicer no later than 10 Business Days following
such Final Recovery Determination.

     SECTION 8.8 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.

     (a) Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer or the Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or the Special Servicer, as the case may be, will immediately notify the Trustee
and request delivery of the related Mortgage File. Any such notice and request
shall be in the form of a Request for Release signed by a Servicing Officer and
shall include a statement to the effect that all amounts received or to be
received in connection with such payment that are required to be deposited in
the Collection Account pursuant to Section 5.1 have been or will be so
deposited. Within five Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer
notifies the Trustee of an exigency) of receipt of such notice and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or the Special Servicer, whichever
requested it. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.

     (b) From time to time as is appropriate for servicing or foreclosure of any
Mortgage Loan, the Master Servicer or the Special Servicer may deliver to the
Trustee a Request for Release signed by a Servicing Officer thereof. Upon
receipt of the foregoing, the Trustee shall deliver or cause the related
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File or such document to the Trustee or the related Custodian, or the
delivery to the Trustee of a certificate of a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the Collection Account pursuant to Section 5.1 have been or will be so
deposited,

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or that such Mortgage Loan has become an REO Mortgage Loan, the Request for
Release shall be released by the Trustee to the Master Servicer or the Special
Servicer, as applicable.

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

     SECTION 8.9 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER
OR SPECIAL SERVICER TO BE HELD FOR TRUSTEE FOR THE BENEFIT OF
CERTIFICATEHOLDERS.

     Notwithstanding any other provisions of this Agreement, the Master Servicer
and the Special Servicer shall each transmit to the Trustee, to the extent
required by this Agreement, all documents and instruments coming into the
possession of the Master Servicer or the Special Servicer, as the case may be,
from time to time and shall account fully to the Trustee for any funds received
or otherwise collected thereby, including Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds in respect of any Mortgage Loan or REO Property.
All Mortgage Loan documents and funds collected or held by, or under the control
of, the Master Servicer or the Special Servicer in respect of any Mortgage Loans
and/or REO Properties, whether from the collection of principal and interest
payments or from Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds or otherwise, including any funds on deposit in the Collection Account,
shall be held by the Master Servicer or the Special Servicer, as the case may
be, for and on behalf of the Trustee and the Certificateholders and shall be and
remain the sole and exclusive property of the Trustee, subject to the applicable
provisions of this Agreement. The Master Servicer and the Special Servicer each
agrees that it shall not create, incur or subject any Mortgage Loan documents or
any funds that are deposited in the Collection Account or any Lock-Box Account,
Reserve Account or Servicing Account, or any funds that otherwise are or may
become due or payable to the Trustee, 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 Mortgage Loan
documents or any funds collected on, or in connection with, a Mortgage Loan or
REO Property, except, however, that the Master Servicer and the Special Servicer
each shall be entitled to receive from any such funds any amounts that are
properly due and payable to the Master Servicer or the Special Servicer, as the
case may be, under this Agreement.

     SECTION 8.10 SERVICING COMPENSATION.

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     (a) As compensation for its activities hereunder, the Master Servicer shall
be entitled to receive the Master Servicing Fee with respect to each Mortgage
Loan, including without limitation each Specially Serviced Mortgage Loan and
each REO Mortgage Loan. As to each Mortgage Loan, including without limitation
each Specially Serviced Mortgage Loan and each REO Mortgage Loan, the Master
Servicing Fee shall accrue on the related Stated Principal Balance of such
Mortgage Loan outstanding from time to time at the applicable Master Servicing
Fee Rate and shall be computed based on the Stated Principal Balance as of the
second preceding Distribution Date of such Mortgage Loan, and using the same day
count convention as the related Mortgage Loan. The Master Servicing Fee with
respect to any Mortgage Loan or REO Mortgage Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. The Master Servicing Fee shall be
payable monthly, on a loan-by-loan basis, from payments of interest on each
Mortgage Loan, REO Income allocable as interest on each REO Mortgage Loan and
the interest portion of P&I Advances on each Mortgage Loan, including without
limitation each REO Mortgage Loan. The Master Servicer shall be entitled to
recover unpaid Master Servicing Fees in respect of any Mortgage Loan, including
without limitation each REO Mortgage Loan, out of that portion of related
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Repurchase
Proceeds or payments of Substitution Shortfall Amounts allocable as recoveries
of interest, to the extent permitted by Section 5.2. The Master Servicer's right
to receive the Master Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

     Notwithstanding anything herein to the contrary, Midland may at its option
assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or
termination of Midland as Master Servicer hereunder, all or any portion of the
Transferable Servicing Interest may be reduced by the Trustee to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor Master Servicer (which successor may include the
Trustee) that meets the requirements of Section 9.2 and who requires market rate
servicing compensation that accrues at a per annum rate in excess of the Minimum
Master Servicing Fee Rate. The Master Servicer shall pay the Transferable
Servicing Interest to the holder of the Transferable Servicing Interest (i.e.,
Midland or any such third party) at such time and to the extent the Master
Servicer is entitled to receive payment of its Master Servicing Fees hereunder,
notwithstanding any resignation or termination of Midland hereunder.

     The Master Servicer shall be entitled to additional master servicing
compensation ("ADDITIONAL MASTER SERVICING COMPENSATION") in the form of:

            (i) 50% of any assumption fees (other than in respect of Specially
   Serviced Mortgage Loans), 100% of any modification fees relating to
   modifications made pursuant to Section 8.18(a)(i), 8.18(c) or 8.18(d) and 50%
   of any other modification fees and extension fees relating to modifications
   or extensions of Mortgage Loans that are not Specially Serviced Mortgage
   Loans, and all Penalty Charges collected on Mortgage Loans other than
   Specially Serviced Mortgage Loans and REO Mortgage Loans, but only to the
   extent (A) that such Penalty Charges are actually paid by the related
   Mortgagor, (B) that all amounts then due and payable with respect to the
   related Mortgage Loan have

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   been paid, and (C) that such Penalty Charges are not needed to pay Advance
   Interest with respect to the related Mortgage Loan;

            (ii) any Prepayment Interest Excesses collected on the Mortgage
   Loans, including without limitation Specially Serviced Mortgage Loans and REO
   Mortgage Loans, but only to the extent that the aggregate of all such
   Prepayment Interest Excesses collected during each Collection Period exceeds
   the Prepayment Interest Shortfalls incurred during such Collection Period;

            (iii) any interest and other income earned on the investment of
   funds in the Collection Account, but only to the extent not applied to offset
   losses on other investments of funds in the Collection Account, and

            (iv) any interest and other income earned on the investment of funds
   in the Servicing Accounts, Reserve Accounts and Lock-Box Accounts maintained
   by the Master Servicer, but only to the extent not required to be paid to
   Mortgagors under applicable law or the terms of the respective Mortgage Loan
   documents.

     (b) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan. As to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan, the Special
Servicing Fee shall accrue on the related Stated Principal Balance of such
Mortgage Loan outstanding from time to time at the Special Servicing Fee Rate
and shall be computed based on the Stated Principal Balance as of the second
preceding Distribution Date of such Specially Serviced Mortgage Loan or REO
Mortgage Loan, and using the same day count convention as the related Mortgage
Loan. The Special Servicing Fee with respect to each Specially Serviced Mortgage
Loan and each REO Mortgage Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. As to each Specially Serviced Mortgage Loan and each
REO Mortgage Loan, earned but unpaid Special Servicing Fees shall be payable
monthly out of general collections in the Collection Account.

     As further compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee shall be
payable from, and shall be calculated by application of the Workout Fee Rate to,
each collection of interest and principal received on such Mortgage Loan for so
long as it remains a Corrected Mortgage Loan (including scheduled payments,
prepayments, balloon payments and payments at maturity). The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if a Servicing
Transfer Event occurs with respect thereto or if the related Mortgaged Property
becomes an REO Property, provided that a new Workout Fee will become payable if
and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Special Servicer is terminated other than for cause or resigns in accordance
with Section 8.24, it shall retain the right to receive any and all Workout Fees
payable in respect of Mortgage Loans that became Corrected Mortgage Loans during
the period that it acted as Special Servicer and were still such at the time of
such termination or resignation (and the successor special servicer shall not be
entitled to any portion of such

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Workout Fees), in each case until the Workout Fee for any such loan ceases to be
payable in accordance with the preceding sentence.

     As further compensation for its activities hereunder, the Special Servicer
shall also be entitled to receive a Liquidation Fee with respect to each
Specially Serviced Mortgage Loan or REO Property as to which it receives any
full, partial or discounted payoff or any Liquidation Proceeds (other than in
connection with the purchase of any such Specially Serviced Mortgage Loan or REO
Property by any Person entitled to effect an optional termination of the Trust
pursuant to Section 10.01). The Liquidation Fee with respect to any such
Specially Serviced Mortgage Loan will not be payable if such Mortgage Loan
becomes a Corrected Mortgage Loan. Notwithstanding anything herein to the
contrary, no Liquidation Fee will be payable from, or based upon the receipt of,
Liquidation Proceeds collected as a result of any purchase of a Specially
Serviced Mortgage Loan or REO Property described in the parenthetical to the
first sentence of this paragraph.

     The Special Servicer shall be entitled to additional special servicing
compensation ("ADDITIONAL SPECIAL SERVICING COMPENSATION") in the form of 100%
of any modification fees, extension fees and assumption fees relating to
Specially Serviced Mortgage Loans and, to the extent not otherwise applied to
pay Advance Interest as provided herein, Penalty Charges (to the extent accrued
during the period during which the Mortgage Loan is a Specially Serviced
Mortgage Loan), collected on Specially Serviced Mortgage Loans and REO Mortgage
Loans, 50% of any assumption fees and application or processing fees collected
on Mortgage Loans that are not Specially Serviced Mortgage Loans, 50% of any
modification fees on Mortgage Loans that are not Specially Serviced Mortgage
Loans (other than modification fees relating to modifications made pursuant to
Section 8.18(a)(1), 8.18(c) and 8.18(d)), and 50% of any extension fees on
Mortgage Loans that are not Specially Serviced Mortgage Loans, but in each case
only to the extent actually paid by the related Mortgagor and to the extent that
all amounts then due and payable with respect to the related Mortgage Loan have
been paid. The Special Servicer shall also be entitled to investment income on
amounts held in the REO Account pursuant to Section 8.19.

     (c) The Master Servicer and the Special Servicer shall each be required to
pay out of its own funds all overhead and general and administrative expenses
incurred by it in connection with its servicing activities hereunder (including,
without limitation, payment of any amount due and owing to any Sub-Servicers
retained by it and the deductibles for any blanket policy obtained by it
insuring against hazard losses pursuant to Section 8.5(b)), if and to the extent
such expenses are not payable directly out of the Collection Account, and
neither the Master Servicer nor the Special Servicer, as the case may be, shall
be entitled to reimbursement except as expressly provided in this Agreement. In
the event that Rating Agency Confirmation is required in connection with any
exercise of rights by the Master Servicer or the Special Servicer, as
applicable, under any Mortgage Loan, the Master Servicer or Special Servicer, as
the case may be, shall use its reasonable efforts consistent with the Servicing
Standard to cause the related Mortgagor to pay any fee required by the
applicable Rating Agency for such confirmation, and if the Mortgagor does not
pay such fee, then it shall be paid by the Master Servicer as a Servicing
Advance.

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     SECTION 8.11 MASTER SERVICER REPORTS; ACCOUNT STATEMENTS. The Master
Servicer shall deliver to the Trustee and the Special Servicer within 30 days
following each Master Servicer Remittance Date a statement setting forth the
status of the Collection Account as of the close of business on such Master
Servicer Remittance Date showing, for the period covered by such statement, the
aggregate of deposits of each type provided in Section 5.1 in, and the aggregate
of withdrawals of each type provided in Section 5.2 from, the Collection
Account.

     SECTION 8.12 ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer and the
Special Servicer shall each deliver to the Depositor, the Operating Adviser, the
Rating Agencies and the Trustee (and, in the case of the Special Servicer and
the Master Servicer, to each other) on or before April 30 of each year,
beginning in April 2001, an Officer's Certificate stating, as to the signer
thereof, that (a) a review of the activities of the Master Servicer or the
Special Servicer, as the case may be, during the preceding calendar year or
portion thereof and of the performance of the Master Servicer or the Special
Servicer, as the case may be, 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 or the Special Servicer, as the case may be,
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.

     SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT. On or
before April 30 of each year beginning April 30, 2001, the Master Servicer at
its expense shall cause a firm of Accountants to furnish a statement to the
Depositor, the Operating Adviser, the Rating Agencies, the Special Servicer and
the Trustee 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 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 Sub-Servicers.

     The Special Servicer will deliver to the Depositor, the Operating Adviser
(or if no Operating Adviser has been elected, the Majority Certificateholder of
the Controlling Class), the Trustee, the Rating Agencies and the Master Servicer
an annual accountants' report.

     The Master Servicer and the Special Servicer, to the extent applicable,
shall each, with 90 days' prior written notice, use reasonable efforts to cause
the applicable Accountants to cooperate with the Depositor in conforming any
reports delivered pursuant to this Section 8.13 to

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requirements imposed by the Securities and Exchange Commission on the Depositor
in connection with the Securities and Exchange Commission's issuance of a
no-action letter relating to the Depositor's reporting requirements in respect
of the Trust Fund pursuant to the Exchange Act.

     SECTION 8.14 CERTAIN REPORTS REGARDING THE MORTGAGE LOANS AND THE MORTGAGED
PROPERTIES.

     (a) On or before 3:00 p.m. New York time, on the Report Date in each month,
the Master Servicer shall deliver to the Trustee and the Special Servicer a
report in CMSA format containing information regarding the Mortgage Loans as of
the end of the related Collection Period, which report will contain
substantially the categories of information regarding the Mortgage Loans set
forth on Exhibit H-10 hereto.

     (b) Reserved.

     (c) No later than 3:00 p.m. New York time on the Master Servicer Remittance
Date (commencing in May 2000), the Master Servicer shall deliver or cause to be
delivered to the Trustee, the Operating Adviser, the Special Servicer and the
Rating Agencies the following reports with respect to the Mortgage Loans (and,
if applicable, the related REO Properties), providing the required information
as of the Determination Date: (i) a Comparative Financial Status Report, (ii) a
Delinquent Loan Status Report; (iii) an Historical Liquidation Report; (iv) an
Historical Loan Modification Report; (v) an REO Status Report; and (vi) CMSA
Reports. Such reports shall be presented in writing and on a computer readable
medium reasonably acceptable to the Trustee. The information that pertains to
Specially Serviced Mortgage Loans and REO Properties reflected in such reports
shall be based solely upon the reports delivered by the Special Servicer to the
Master Servicer pursuant to Section 8.14(f) and (g) and Section 8.29. In the
absence of manifest error, the Master Servicer shall be entitled to conclusively
rely upon, without investigation or inquiry, the information and reports
delivered to it by the Special Servicer and any Mortgagor, and the Trustee shall
be entitled to conclusively rely upon the Master Servicer's reports and the
Special Servicer's reports without any duty or obligation to recompute, verify
or recalculate any of the amounts and other information stated therein. Any of
such reports may include any disclaimers the Master Servicer deems appropriate.

     (d) The Master Servicer shall deliver or cause to be delivered to the
Trustee, the Operating Adviser, the Special Servicer and the Rating Agencies
upon request the following materials (in hard copy or electronic format), in
each case to the extent that such materials or the information on which they are
based have been received by the Master Servicer:

            (i) At least annually by June 30, with respect to each Mortgage Loan
   and REO Mortgage Loan, an Operating Statement Analysis for the related
   Mortgaged Property or REO Property as of the end of the preceding calendar
   year, together with copies of the operating statements and rent rolls (but
   only to the extent the related Mortgagor is required by the Mortgage to
   deliver, or otherwise agrees to provide such information and, with respect to
   operating statements and rent rolls for Specially Serviced Mortgage Loans and
   REO Properties, only to the extent delivered by the Special Servicer)

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   for the related Mortgaged Property or REO Property as of the end of the
   preceding fiscal year. The Master Servicer shall use its reasonable efforts
   to obtain such annual operating statements and rent rolls with respect to
   each of the Mortgage Loans other than Specially Serviced Mortgage Loans or
   REO Mortgage Loans, which efforts shall include (if such reports are required
   by the terms of the Mortgage Loans) a letter sent to the related Mortgagor
   each quarter (followed up with telephone calls) requesting such annual
   operating statements and rent rolls until they are received to the extent
   such action is consistent with applicable law and the terms of the Mortgage
   Loans. The Master Servicer and the Special Servicer shall be entitled to rely
   conclusively on all information provided by the Mortgagor and shall have no
   liability arising directly or indirectly from the inaccuracy or
   incompleteness of any information provided by the Mortgagor and shall have no
   duty to verify the information provided by the Mortgagor.

            (ii) Within thirty days after receipt by the Master Servicer (or
   twenty days after receipt from the Special Servicer in the case of a
   Specially Serviced Mortgage Loan or REO Property) of any annual operating
   statements with respect to any Mortgaged Property or REO Property, an NOI
   Adjustment Worksheet for such Mortgaged Property (with the annual operating
   statements attached thereto as an exhibit).

     The Master Servicer shall maintain one Operating Statement Analysis report
for each Mortgaged Property and REO Property (to the extent prepared by and
received from the Special Servicer in the case of any REO Property or any
Mortgaged Property constituting security for a Specially Serviced Mortgage
Loan). The Operating Statement Analysis report for each Mortgaged Property
(other than any such Mortgaged Property which is REO Property or constitutes
security for a Specially Serviced Mortgage Loan) is to be updated by the Master
Servicer and such updated report delivered to the Trustee on the Master Servicer
Remittance Date which is no earlier than thirty days after receipt by the Master
Servicer of updated operating statements for such Mortgaged Property. On an
annual basis, the Master Servicer will use the "normalized" column from the NOI
Adjustment Worksheet to update the Operating Statement Analysis report and will
use any operating statements received with respect to any Mortgaged Property
(other than any such Mortgaged Property which is REO Property or constitutes
security for a Specially Serviced Mortgage Loan) to update the Operating
Statement Analysis report for such Mortgaged Property, such updates to be
completed and copies thereof sent to the Trustee within thirty days after
receipt of the necessary information.

     (e) No later than 3:00 p.m. New York time on the Master Servicer Remittance
Date, beginning in May 2000, the Master Servicer shall prepare and deliver to
the Trustee and the Special Servicer, a Servicer Watch List of all Mortgage
Loans that the Master Servicer has determined are in jeopardy of becoming
Specially Serviced Mortgage Loans. For this purpose, Mortgage Loans that are in
jeopardy of becoming Specially Serviced Mortgage Loans shall include, without
limitation: (i) Mortgage Loans having a current trailing twelve-month Debt
Service Coverage Ratio that is 80% or less of the trailing twelve-month Debt
Service Coverage Ratio as of the Cut-off Date or having a current trailing
twelve-month Debt Service Coverage Ratio that is less than 1.00x, (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

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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 (without any expansion of such duties by reason hereof)
that (A) any tenant occupying 25% or more of the space in the related Mortgaged
Property has vacated (without being replaced by a comparable tenant and lease)
or been the subject of bankruptcy or similar proceedings or (B) relate to a
borrower or an affiliate that is the subject of a bankruptcy or similar
proceeding, (iv) Mortgage Loans that are at least one full Collection Period
delinquent in payment, and (v) Mortgage Loans that are within 60 days of
maturity. Any such Servicer Watch List may include any disclaimers the Master
Servicer deems appropriate.

     The Special Servicer shall report to the Master Servicer any of the
foregoing events promptly upon the Special Servicer having knowledge of such
event. In addition, in connection with their servicing of the Mortgage Loans,
the Master Servicer and the Special Servicer shall provide to each other and to
the Trustee written notice of any event that comes to their knowledge with
respect to a Mortgage Loan or REO Property that the Master Servicer or the
Special Servicer, respectively, determines, in accordance with Servicing
Standards, would have a material adverse effect on such Mortgage Loan or REO
Property, which notice shall include an explanation as to the reason for such
material adverse effect.

     (f) No later than 12:00 noon (Kansas City Time) on the first Business Day
after each Determination Date, the Special Servicer shall deliver, or cause to
be delivered, to the Master Servicer and, upon the request of the Trustee, the
Trustee, the following reports with respect to the Specially Serviced Mortgage
Loans (and, if applicable, the related REO Properties), providing the required
information as of the Determination Date: (i) a Delinquent Loan Status Report;
(ii) an Historical Liquidation Report; (iii) an Historical Loan Modification
Report; (iv) an REO Status Report; (v) Comparative Financial Status Reports with
respect to all Specially Serviced Mortgage Loans; and (vi) Operating Statement
Analysis Reports; (vii) NOI Adjustment Worksheets; and (viii) other data fields
as needed by the Master Servicer to complete the CMSA Reports. Such reports
shall be presented in writing and on a computer readable magnetic medium. Such
information may be provided as part of another CMSA report in lieu of these
separate reports.

     (g) The Special Servicer shall deliver or cause to be delivered to the
Master Servicer and, upon the request of any of the Trustee, the Depositor or
any Rating Agency, to such requesting party, the following materials, in each
case to the extent that such materials or the information on which they are
based have been received by the Special Servicer:

            (i) Annually, on or before June 10 of each year, commencing with
   June 10, 2000, with respect to each Specially Serviced Mortgage Loan and REO
   Mortgage Loan, an Operating Statement Analysis for the related Mortgaged
   Property or REO Property as of the end of the preceding calendar year,
   together with copies of the operating statements and rent rolls (but only to
   the extent the related Mortgagor is required by the Mortgage to deliver, or
   otherwise agrees to provide such information), for the related Mortgaged
   Property or REO Property as of the end of the preceding calendar year. The
   Special Servicer shall use its best reasonable efforts in accordance with the


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   Servicing Standard to obtain such annual operating statements and rent rolls
   with respect to each Mortgaged Property constituting security for a Specially
   Serviced Mortgage Loan and each REO Property, which efforts shall include a
   letter sent to the related Mortgagor or other appropriate party each quarter
   (followed up with telephone calls) requesting such annual operating
   statements and rent rolls until they are received to the extent that such
   action is consistent with applicable law and the terms of applicable law and
   the terms of the Specially Serviced Mortgage Loans.

            (ii) Within 10 days of receipt by the Special Servicer of any annual
   operating statements with respect to any Mortgaged Property relating to a
   Specially Serviced Mortgage Loan, or at least six months of operating
   information with respect to any REO Property, an NOI Adjustment Worksheet for
   such Mortgaged Property or REO Property (with the annual operating statements
   attached thereto as an exhibit).

     The Special Servicer shall maintain one Operating Statement Analysis report
for each Mortgaged Property securing a Specially Serviced Mortgage Loan and REO
Property. The Operating Statement Analysis report for each Mortgaged Property
which constitutes security for a Specially Serviced Mortgage Loan or is an REO
Property is to be updated by the Special Servicer and such updated report
delivered to the Master Servicer within ten days after receipt by the Special
Servicer of updated operating statements for each such Mortgaged Property. The
Special Servicer will use the "normalized" column from the NOI Adjustment
Worksheet to update the Operating Statement Analysis report and will use any
operating statements received with respect to any Mortgaged Property which
constitutes security for a Specially Serviced Mortgage Loan or is an REO
Property to update the Operating Statement Analysis report for such Mortgaged
Property, such updates to be completed and copies thereof sent to the Master
Servicer within ten days after receipt of the necessary information.

     (h) The Trustee shall be entitled to rely conclusively on and shall not be
responsible for the content or accuracy of any information provided to it by the
Master Servicer or the Special Servicer pursuant to this Agreement.

     (i) The Trustee shall provide or make available copies of the reports
received by it pursuant to Section 8.14(a) to the Depositor, HFCF, PMCF, RFC,
the Holders and each Rating Agency, subject to the provisions of Section 5.4(g).

     (j) All reports prepared by the Master Servicer and Special Servicer
pursuant to this Section 8.14 shall be prepared, to the extent applicable, in
the format recommended by CMSA.

     SECTION 8.15 CERTAIN AVAILABLE INFORMATION AND RELATED RIGHTS OF THE MASTER
SERVICER AND THE SPECIAL SERVICER.

     (a) Subject to the restrictions described below (and except to the extent
not permitted by law or under any of the Mortgage Loan documents), the Master
Servicer and the Special Servicer shall each also afford the Rating Agencies,
the Depositor, the Trustee, the Fiscal Agent, the Special Servicer, the
Underwriters, and the Operating Adviser, and the Majority

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Certificateholder of the Controlling Class upon reasonable notice and during
normal business hours, reasonable access to any and all additional relevant,
non-proprietary and non-attorney-client-privileged records and documentation in
its possession or under its control regarding the Mortgage Loans, REO Properties
and all accounts, insurance policies and other relevant matters relating to this
Agreement, and access to Servicing Officers of the Master Servicer or Special
Servicing Officers of the Special Servicer, as the case may be, responsible for
its obligations hereunder. 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 or the Special Servicer, as the case may be, upon request;
provided, however, that the Master Servicer and the Special Servicer shall each
be permitted to require payment by the requesting party (other than the Master
Servicer or Special Servicer, as applicable, the Depositor, the Trustee, the
Underwriters or either Rating Agency) of a sum sufficient to cover the
reasonable expenses actually incurred by the Master Servicer or the Special
Servicer, as the case may be, of providing access or copies (including
electronic or digital copies) of any such information requested in accordance
with the preceding sentence.

     (b) Nothing herein shall be deemed to require the Master Servicer or
Special Servicer to confirm, represent or warrant the accuracy of (or to be
liable or responsible for) any other Person's information or report, included in
any communication from the other (unless the Master Servicer and the Special
Servicer are the same Person) or from a Mortgagor. Neither the Master Servicer
nor the Special Servicer shall have any liability to the Depositor, the Trustee,
any Certificateholder, any Certificate Owner, the Underwriters, either 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, the Special Servicer, the
Trustee or the Fiscal Agent, the Trust (from amounts held in the Collection
Account from time to time) shall hold harmless and indemnify the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the case may
be, from any loss or expense (including attorneys' fees) relating to or arising
from such claims.

     (c) The Master Servicer and the Special Servicer shall each produce the
reports required of it under this Agreement; provided, however, that neither the
Master Servicer nor the Special Servicer shall be required to produce any ad hoc
non-standard written reports with respect to the Mortgage Loans. In the event
the Master Servicer or the Special Servicer elects to provide such reports, it
may require the Person requesting such report to pay a reasonable fee to cover
the costs of the preparation thereof. Requests for any such report shall be
made, and any such report shall be disseminated, through the Trustee.

     (d) In connection with providing access to or copies of the items described
in the subsections (a), (b) and/or (c) of this Section 8.15 or in Section 8.16,
the Master Servicer, the Special Servicer and the Trustee may each require: (a)
in the case of Certificate Owners, a written confirmation executed by the
requesting Person, in form reasonably satisfactory to the Master Servicer or the
Trustee, as the case may be, generally to the effect that such Person is a
beneficial holder of Certificates, is requesting the information solely for use
in evaluating such

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Person's investment in the Certificates and will otherwise keep such information
confidential pursuant to a confidentiality agreement; and (b) in the case of
Prospective Investors, a written confirmation executed by the requesting Person,
in form reasonably satisfactory to the Master Servicer or the Trustee, as the
case may be, generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information solely
for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential pursuant to a confidentiality agreement.

     (e) The Master Servicer and the Special Servicer shall each provide or
cause to be provided to the OTS, the FDIC and any other federal or state banking
or insurance regulatory authority that may exercise authority over any
Certificateholder or Certificate Owner, access to any and all records and other
documentation regarding the Mortgage Loans and the Trust Fund within its control
that may be required by this Agreement or by applicable law. Such access shall
be afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Master Servicer or the
Special Servicer, as the case may be, designated by it. Nothing in this Section
8.15(e) shall require the Master Servicer or the Special Servicer to violate, in
its judgment, any applicable law prohibiting disclosure of information with
respect to a Mortgagor, and the failure to provide access as a result of such
law shall not constitute a breach of this Agreement. The Master Servicer or
Special Servicer may require a requesting party to execute a reasonable
confidentiality agreement customary in the industry with respect to such
information.

     (f) The Master Servicer and the Special Servicer shall each cooperate in
providing the Rating Agencies with such other pertinent information relating to
the Mortgage Loans as is (or is required to be) in their respective possession
as the Rating Agencies may reasonably request. Any Holder of a Privately Offered
Certificate may, upon request to the Trustee (which may be in the form of a
standing request for as long as such Holder remains a Holder of any such
Certificates), obtain a copy of any report or other information (to the extent
the Trustee has such report or other information in its possession) delivered to
the Rating Agencies under this Agreement.

     SECTION 8.16 RULE 144A INFORMATION. For so long as any of the Certificates
are "restricted securities" within the meaning of Rule 144A under the Securities
Act, each of the Master Servicer and the Special Servicer agrees to provide to
the Trustee, which in turn shall provide to any Holder, Certificate Owner or
Prospective Investor of such Certificates, upon the request of such Holder,
Certificate Owner or Prospective Investor, subject to the other provisions of
this Section 8.16 and the provisions of subsections (b), (c) and (d) of Section
8.15, any information prepared by or otherwise in the possession or under the
control of the Master Servicer or the Special Servicer, as the case may be, that
has not already been delivered to the Trustee and that is required to be
provided to such Holder, Certificate Owner or Prospective Investor 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
subsection (a) of Section 8.15.

     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

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an investment in the Certificates. The Trustee shall be responsible for the
delivery of the information requested pursuant to this Section 8.16. As a
condition to the Master Servicer or the Special Servicer making any report or
information available upon request to any Person other than one of the other
parties hereto, the Master Servicer or the Special Servicer, as the case may be,
may require that the recipient of such information acknowledge that the Master
Servicer or the Special Servicer, as the case may be, may contemporaneously
provide such information to the Depositor, the Trustee, the Underwriters and/or
the Certificateholders and Certificate Owners. The Master Servicer and the
Special Servicer will each be permitted to require payment of a sum by the
requesting party (other than the Rating Agencies, the Depositor, the Trustee or
the Underwriters) sufficient to cover the reasonable costs and expenses of
making such information available.

     SECTION 8.17 INSPECTIONS; COLLECTION OF FINANCIAL STATEMENTS.

     (a) The Master Servicer at its expense shall perform (or cause to be
performed) a physical inspection of each Mortgaged Property (other than
Mortgaged Properties constituting REO Properties or collateral for Specially
Serviced Mortgaged Loans) at such times and in such manner as are consistent
with the Servicing Standard, but in any event at least once every two years (or,
if the related Mortgage Loan has a current balance of more than $2,000,000, at
least once every year) provided that the Master Servicer will have no obligation
to inspect a Mortgaged Property required to be inspected by the Special Servicer
during such period. The Master Servicer shall promptly prepare (or cause to be
prepared) a written report of each such inspection detailing the condition of
the Mortgaged Property and specifying the existence of (i) any vacancy in the
Mortgaged Property evident from such inspection that the Master Servicer deems
material, (ii) any sale, transfer or abandonment of the Mortgaged Property
evident from such inspection, (iii) any material adverse change in the condition
or value of the Mortgaged Property evident from such inspection, or (iv) any
waste committed on the Mortgaged Property evident from such inspection that the
Master Servicer deems material. The Master Servicer shall upon request deliver
to the Trustee, the Special Servicer, the Operating Advisor and the Depositor a
copy of each such written report (in hard copy or electronic format) of the
related inspection, and the Trustee shall upon written request deliver to the
Holders of the Privately Offered Certificates a copy of each such written report
within 15 days of receipt of such report from the Master Servicer.

     (b) If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then
as soon as practicable (and in any event within 90 days thereafter) the Special
Servicer shall perform (or cause to be performed) a physical inspection of each
Mortgaged Property constituting collateral for such Mortgage Loan (unless such
Mortgaged Property had been inspected within the prior six months), and the
Special Servicer shall thereafter inspect such Mortgaged Property at such times
and in such manner as are consistent with the Servicing Standard (but in any
event at least once per calendar year). The cost of such inspections of
Specially Serviced Mortgage Loans shall be a Servicing Advance. The Special
Servicer shall promptly prepare (or cause to be prepared) a written report of
each such inspection detailing the condition of the Mortgaged Property and
specifying the existence of (i) any vacancy in the Mortgaged Property evident
from such inspection that the Special Servicer deems material, (ii)

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any sale, transfer or abandonment of the Mortgaged Property evident from such
inspection, (iii) any adverse change in the condition or value of the Mortgaged
Property evident from such inspection that the Special Servicer deems material,
or (iv) any waste committed on the Mortgaged Property evident from such
inspection. The Special Servicer shall deliver to the Master Servicer, the
Trustee, the Operating Adviser and the Depositor a copy of each such written
report within 15 days of the related inspection, and the Trustee shall upon
written request deliver to the Holders of the Privately Offered Certificates a
copy of each such written report.

     (c) The Master Servicer (or, in the case of Specially Serviced Mortgage
Loans, the Special Servicer) shall make reasonable efforts to collect promptly
from each Mortgagor quarterly and annual operating statements and rent rolls of
the related Mortgaged Property, and financial statements of such Mortgagor, if
delivery of such items is required pursuant to the terms of the related
Mortgage. In addition, the Special Servicer shall use reasonable efforts to
obtain quarterly and annual operating statements and rent rolls with respect to
each REO Property. The Master Servicer and Special Servicer shall, upon request,
each deliver copies of the collected items (in hard copy or electronic format)
to the other such party and the Trustee, and the Trustee shall deliver copies of
such items to the Depositor and Holders of the Privately Offered Certificates
upon written request.

     SECTION 8.18 MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS AND CONSENTS.

     (a) Subject to the limitations of Section 12.4 hereof and the consent
rights of the Operating Adviser set forth herein, the Special Servicer and
Master Servicer, as applicable, shall have the following powers:

            (i) The Special Servicer in accordance with the Servicing Standard,
   may agree to any modification, waiver, amendment or consent of or relating to
   any non-Money Term or may 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 Date and not later than two
   years prior to the Rated Final Distribution Date (or if secured by a ground
   lease, not later than the date that is 10 years prior to the end of such
   ground lease), if in the Special Servicer's sole judgment exercised in good
   faith and in accordance with the Servicing Standard (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 on a net present value basis than liquidation of such
   Mortgage Loan. The Special Servicer shall process all such extensions and
   shall be entitled to (as additional servicing compensation) 100% of any
   extension fees collected from a Mortgagor with respect to any such extension.

            (ii) The Master Servicer may modify or amend the terms of any
   Mortgage Loan without the consent of the Special Servicer in order to (i)
   cure any ambiguity therein or (ii) correct or supplement any provisions
   therein which may be inconsistent with any other provisions therein or
   correct any error, provided that such modification or amendment would not
   cause an Adverse REMIC Event to occur. The Master Servicer shall promptly
   notify the Special Servicer of any such modification or

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   amendment. Other than as set forth in the preceding sentence, the Master
   Servicer shall not agree to any modification or amendment of a Mortgage Loan
   or any waiver or consent (other than immaterial waivers and consents made in
   the ordinary course of business, and pursuant to Section 8.18(d)).

            (iii) The Special Servicer may require, in its discretion, as a
   condition to granting any request by a Mortgagor for any consent,
   modification, waiver or amendment, that such Mortgagor pay to the Special
   Servicer a reasonable and customary modification fee to the extent permitted
   by law. The Special Servicer shall charge the Mortgagor for any costs and
   expenses (including attorneys' fees) incurred by the Special Servicer in
   connection with any request for a modification, waiver or amendment. The
   failure or inability of the Mortgagor to pay any such costs and expenses
   shall not impair the right of the Special Servicer to cause such costs and
   expenses, 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).

            (iv) Each of the Special Servicer and the Master Servicer, as
   applicable, shall notify the Trustee of any modification, waiver or amendment
   of any term of any Mortgage Loan 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 Special Servicer or the Master Servicer,
   as applicable, shall promptly deliver copies of such documents to the
   Trustee. Upon request, the Trustee shall deliver copies of such documents to
   the Holders of the Privately Offered Certificates within 15 days of receipt
   by the Trustee thereof.

     (b) Subject to the limitation of Section 12.4 hereof and the consent rights
of the Operating Adviser set forth herein, the Special Servicer, in accordance
with the Servicing Standard, shall have the following additional powers:

            (i) The Special Servicer may enter into a modification, waiver or
   amendment (including, without limitation, the substitution or release of
   collateral or the pledge of additional collateral) of the terms of a
   Specially Serviced Mortgage Loan, including any modification, waiver or
   amendment to (a) reduce the amounts owing under any Specially Serviced
   Mortgage Loan by forgiving principal, accrued interest or any Yield
   Maintenance Charge or Prepayment Premium, (b) reduce the amount of the
   Monthly Payment on any Specially Serviced Mortgage Loan, including by way of
   a reduction in the related Mortgage Rate, (c) forebear in the enforcement of
   any right granted under any Mortgage Note or Mortgage relating to a Specially
   Serviced Mortgage Loan, (d) extend the Maturity Date of any Specially
   Serviced Mortgage Loan and/or (e) accept a principal prepayment on any
   Specially Serviced Mortgage Loan during any period during which voluntary
   Principal Prepayments are prohibited, provided that (1) the related Mortgagor
   is in default with respect to the Specially Serviced Mortgage Loan or, in the
   judgment of the Special Servicer, such default is reasonably foreseeable, (2)
   in the reasonable judgment of the Special Servicer such modification would
   increase the

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   recovery on the 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 the related Mortgage Rate) and (3) such
   modification, waiver or amendment would not cause an Adverse REMIC Event to
   occur.

     In no event shall the Special Servicer (i) extend the Maturity Date of a
Specially Serviced Mortgage Loan beyond the date that is the earlier of (a) five
years from the date of such modification, and (b) two years prior to the Rated
Final Distribution Date; (ii) if the Specially Serviced Mortgage Loan is secured
by a ground lease, extend the Maturity Date of such Specially Serviced Mortgage
Loan beyond a date that is 10 years prior to the expiration of the term of such
ground lease; (iii) reduce the Mortgage Rate of a Specially Serviced Mortgage
Loan to a rate below the then-prevailing interest rate for comparable loans at
the time of such modification, as determined by the Special Servicer, for a
period exceeding 36 months from the date of such modification, provided that the
Special Servicer shall thereafter be permitted to so reduce the Mortgage Rate
for successive 12-month periods if the Operating Adviser consents thereto in
writing; or (iv) defer interest due on any Specially Serviced Mortgage Loan in
excess of 10% of the Stated Principal Balance of such Specially Serviced
Mortgage Loan or defer the collection of interest on any Specially Serviced
Mortgage Loan without accruing interest on such deferred interest at a rate at
least equal to the Mortgage Rate of such Specially Serviced Mortgage Loan.

     Notwithstanding the foregoing, if a Mortgage Loan is a Balloon Loan that
has failed to make the Balloon Payment at its scheduled maturity, and such
Balloon Loan is not a Specially Serviced Mortgage Loan (other than by reason of
failure to make the Balloon Payment) and has not been delinquent in the
preceding 12 months (other than with respect to the Balloon Payment), then in
addition to the other alternatives specified above, the Special Servicer may
make up to three one-year extensions at the existing Mortgage Rate for such
Mortgage Loan; provided that in no event shall any such extension extend beyond
the date that is two years prior to the Rated Final Distribution Date (or if
secured by a ground lease, not later than the date that is 10 years prior to the
expiration of such ground lease). The Special Servicer shall process all
extensions and shall be entitled as additional compensation to 100% of any
extension fees collected from a Mortgagor with respect to such extension.

     The determination of the Special Servicer contemplated by clause (2) of the
proviso to the first paragraph of this Section 8.18(b)(i) and clause (ii) of the
second paragraph of this Section 8.18(b)(i) shall be evidenced by an Officer's
Certificate to such effect delivered to the Trustee and the Master Servicer and
describing in reasonable detail the basis for the Special Servicer's
determination. The Special Servicer shall append to such Officer's Certificate
any information, including but not limited to income and expense statements,
rent rolls, property inspection reports and appraisals, that support such
determination.

            (ii) 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 8.18(b)(i) or pledge additional collateral for the
   Mortgage Loan pursuant to Section 8.18(b)(i), if the security interest of the
   Trust 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


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   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 any such
   substitution or addition of collateral shall require Rating Agency
   Confirmation; and provided further, that the Trustee shall not be required
   (but has the option) to 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. In the
   event that the Master Servicer or the Special Servicer intends to permit a
   Mortgagor to release any portion of a Mortgaged Property from the lien of the
   related Mortgage, then prior to agreeing to such release, but subject to its
   compliance with the terms of the Mortgage Loan documents, the Master Servicer
   or the Special Servicer shall require Rating Agency Confirmation and
   otherwise comply with the provisions of Section 12.1(i) hereto.

            (iii) The Special Servicer will promptly deliver to the Master
   Servicer, the Operating Adviser (or if no Operating Adviser has been elected,
   the Majority Certificateholder of the Controlling Class), the Rating Agencies
   and the Trustee a notice, specifying any such modifications, waivers or
   amendments, such notice identifying the affected Specially Serviced Mortgage
   Loan. Such notice shall be delivered to the Trustee and 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 4.2 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.

            (iv) 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 Regulationss. 1.860G-2(b).
   Subject to the foregoing, the Special Servicer shall use its reasonable
   efforts, 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).

            (v) Reserved.

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            (vi) Notwithstanding anything herein to the contrary, the Special
   Servicer shall not be permitted to take or refrain from taking any action
   pursuant to instructions from the Operating Adviser that would cause it to
   violate any term or provision of this Agreement, including the REMIC
   Provisions and the Servicing Standard.

     (c) The Master Servicer (after consultation with the Special Servicer) or
Special Servicer shall be permitted, in its discretion, to waive all or any
accrued Excess Interest if, prior to the related maturity date, the related
borrower 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 or Special Servicer, as applicable, determines that (i) in
the absence of the waiver of such Excess Interest, there is a reasonable
likelihood that the Mortgage Loan will not be paid in full on the related
Maturity Date and (ii) waiver of the right to such accrued Excess Interest is
reasonably likely to produce a greater payment in the aggregate to
Certificateholders on a net present value basis than a refusal to waive the
right to such Excess Interest. Any such waiver shall not be effective until such
prepayment is tendered.

     (d) Subject to the limitations set forth in this Section 8.18, for any
Mortgage Loan other than a Specially Serviced Mortgage Loan, the Master Servicer
shall be responsible for any request by a Mortgagor for the consent of the
mortgagee for a modification, waiver or amendment of any term with respect to:

     (i)    Approving routine leasing activity (including any subordination,
            standstill and attornment agreements) with respect to leases for
            less than the lesser of (a) 30,000 square feet and (b) 20% of the
            related Mortgaged Property;

     (ii)   Approving a change of the property manager at the request of the
            related Mortgagor; provided that the successor property manager is
            not affiliated with the Mortgagor and is nationally or regionally
            recognized manager of similar properties;

     (iii)  Approving any waiver affecting the timing of receipt of financial
            statements from any Mortgagor, provided that such financial
            statements are delivered no less than quarterly and within 60 days
            of the end of the calendar quarter;

     (iv)   Approving annual budgets for the related Mortgaged Property,
            provided that no such budget (1) provides for the payment of
            operating expenses in an amount equal to more than 110% of the
            amounts budgeted therefor for the prior year or (2) provides for the
            payment of any material expenses to any affiliate of the Mortgagor
            (other than the payment of a management fee to any property manager
            if such management fee is no more than the management fee in effect
            on the Cut-off Date); and

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     (v)    Subject to other restrictions in this Agreement regarding Principal
            Prepayments, waiving any provision of a Mortgage Loan requiring a
            specified number of days' notice prior to a Principal Prepayment.

     (e) With respect to the Anticipated Repayment Date Loans secured by the
Mortgaged Properties listed on Schedule VI hereto, the Master Servicer agrees
that it shall not enforce against the Mortgagor any right under the related
Mortgage Loan documents to payment of interest thereon at a rate in excess of
200 basis points above the related initial Mortgage Rate.

     SECTION 8.19 TITLE TO REO PROPERTY.

     (a) If title to any REO Property is acquired, the deed or certificate of
sale shall be issued in the name of the Trustee or its nominee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall in
accordance with Section 8.31 attempt to sell any REO Property for cash by the
close of the third taxable year of the REMIC following the taxable year in which
the Trust Fund acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code (such date, the "REO SALE DEADLINE"), unless the Special
Servicer either (i) applies for, more than 60 days prior to the REO Sale
Deadline, and is subsequently granted an extension of time (an "REO EXTENSION")
by the Internal Revenue Service to sell such REO Property, or (ii) obtains for
the Trustee an Opinion of Counsel, addressed to the Trustee and the Special
Servicer, to the effect that the holding by the Trust Fund of such REO Property
subsequent to the REO Sale Deadline will not result in the imposition of taxes
on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in
Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to
qualify as a REMIC at any time that any Certificates are outstanding. If the
Special Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
attempt to sell such REO Property within such period beyond the REO Sale
Deadline as is permitted by such REO Extension or is contemplated by such
Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its being granted the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of
Counsel contemplated by clause (ii) of the second preceding sentence, shall be
an expense of the Trust Fund payable out of the Collection Account pursuant to
Section 5.2.

     (b) The Special Servicer shall segregate and hold all revenues received by
it with respect to any REO Property separate and apart from its own funds and
general assets and shall establish and maintain with respect to any REO Property
a segregated custodial account (each, an "REO Account"), each of which shall be
an Eligible Account and shall be entitled "LaSalle Bank National Association, as
Trustee for the Holders of Heller Financial Commercial Mortgage Asset Corp.,
Mortgage Pass-Through Certificates, Series 2000 PH-1, REO Account." The Special
Servicer shall be entitled to withdraw for its account any interest or
investment income earned on funds deposited in an REO Account. The Special
Servicer shall deposit or cause to be deposited in the REO Account within one
Business Day after receipt all REO Income, and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of such REO
Property, including:

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

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

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

            (iv) all costs and expenses necessary to maintain, protect, manage,
   operate, repair, sell or restore such REO Property.

     To the extent that amounts on deposit in the related REO Account are
insufficient for the purposes set forth in clauses (i) - (iv) above with respect
to such REO Property, the Master Servicer (at the direction of the Special
Servicer) shall advance from its own funds as a Servicing Advance such amount as
is necessary for such purposes unless such advances would, if made, constitute
Nonrecoverable Advances.

     The Special Servicer shall withdraw from each REO Account and remit to the
Master Servicer for deposit into the Collection Account on a monthly basis one
Business Day after the Determination Date the REO Income received or collected
from each REO Property (net of expenses), except that in determining the amount
of such REO Income, the Special Servicer may retain in each REO Account
reasonable reserves for repairs, replacements and necessary capital improvements
and other related expenses.

     (c) Funds in the REO Account may be invested and, if invested, shall be
invested by, and at the risk of, the Special Servicer in Eligible Investments
selected by the Special Servicer which shall mature, unless payable on demand,
not later than the Business Day immediately preceding the day such funds are
required to be withdrawn, 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 Orix Real Estate Capital Markets, LLC,
as Special Servicer, in trust for LaSalle Bank National Association, as Trustee
for the Holders of the Heller Financial Commercial Mortgage Asset Corp.,
Mortgage Pass-Through Certificates, Series 2000 PH-1, REO Account." None of the
Depositor, the Mortgagors, the Master Servicer 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
(to the extent not needed to offset losses from other investments) shall be paid
to the Special Servicer as Additional Special 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 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 no later than the next succeeding Master Servicer Remittance Date.

     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 Trustee or the Special Servicer may take

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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 Special Servicer shall have deposited in the REO 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
Special Servicer as additional servicing compensation), the Special Servicer
shall have the sole right to enforce such payment or performance.

     SECTION 8.20 MANAGEMENT OF REO PROPERTY.

     (a) Prior to the acquisition of title to any Mortgaged Property securing a
defaulted Mortgage Loan, the Special Servicer shall review the operation of such
Mortgaged Property and determine the nature of the income that would be derived
from such property if it were acquired by the Trust. If the Special Servicer
determines from such review, in its good faith and reasonable judgment, that:

            (i) none of the income from Directly Operating such Mortgaged
   Property would be subject to tax as "net income from foreclosure property"
   within the meaning of the REMIC Provisions or would be subject to the tax
   imposed on "prohibited transactions" under Section 860F of the Code (either
   such tax referred to herein as an "REO TAX"), then such Mortgaged Property
   may be Directly Operated by the Special Servicer as REO Property;

            (ii) Directly Operating such Mortgaged Property as REO Property
   could result in income from such Mortgaged Property that would be subject to
   an REO Tax, but that a lease of such Mortgaged Property to another party to
   operate such Mortgaged Property, or the performance of some services by an
   Independent Contractor with respect to such Mortgaged Property, or another
   method of operating such Mortgaged Property would not result in income
   subject to an REO Tax, then the Special Servicer may (provided that, in the
   good faith and reasonable judgment of the Special Servicer, it is
   commercially feasible) acquire such Mortgaged Property as REO Property and so
   lease or operate such REO Property; or

            (iii) Directly Operating such Mortgaged Property as REO Property
   could result in income subject to an REO Tax and, in the good faith and
   reasonable judgment of the Special Servicer, that no commercially feasible
   means exists to operate such Mortgaged Property as REO Property without the
   Trust incurring or possibly incurring an REO Tax on income from such
   Mortgaged Property, then the Special Servicer shall deliver to the Trustee,
   in writing, a proposed plan (the "PROPOSED PLAN") to manage such Mortgaged
   Property as REO Property. Such plan shall include potential sources of
   income, and to the extent commercially feasible, estimates of the amount of
   income from each such source. Within three Business Days after receipt of
   such plan, the Trustee shall consult with the Special Servicer and shall,
   within a reasonable time thereafter, advise the Special Servicer of the
   Trust's federal income tax reporting position with respect to the various
   sources of income that the Trust would derive under the Proposed Plan. In
   addition, the Trustee shall (to the maximum extent possible) advise the
   Special Servicer of the estimated amount of taxes that the Trust would be
   required to pay

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with respect to each such source of income. After receiving the information
described in the two preceding sentences from the Trustee, the Special Servicer
shall either (A) implement the Proposed Plan (after acquiring the respective
Mortgaged Property as REO Property) or (B) manage and operate such REO Property
in a manner that would not result in the imposition of an REO Tax on the income
derived from such REO Property.

     The Special Servicer's decision as to how each REO Property shall be
managed and operated shall in any event be based on the good faith and
reasonable judgment of the Special Servicer, consistent with the Servicing
Standard, as to which means would (to the extent commercially feasible) maximize
the net after-tax REO Income received by the Trust with respect to such REO
Property without materially and adversely affecting the Special Servicer's
ability to sell such REO Property in accordance with this Agreement. Both the
Special Servicer and the Trustee may consult with counsel knowledgeable in such
matters at the expense of the Trust Fund in connection with determinations
required under this Section 8.20(a). Neither the Special Servicer nor the
Trustee shall be liable to the Certificateholders, the Trust, the other parties
hereto or each other for errors in judgment made in good faith in the reasonable
exercise of their discretion while performing their respective responsibilities
under this Section 8.20(a) or, to the extent it relates to federal income tax
consequences for the Trust, Section 8.20(b) below. Nothing in this Section
8.20(a) is intended to prevent the sale of a Defaulted Mortgage Loan or REO
Property pursuant to the terms and subject to the conditions of Section 8.31.

     (b) If title to any REO Property is acquired, the Special Servicer or an
Independent Contractor chosen by the Special Servicer shall manage, conserve,
protect and operate such REO Property for the benefit of the Certificateholders
solely for the purpose of its disposition and sale in a manner that does not
cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust
of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Except as
otherwise expressly provided herein, the Special Servicer shall not enter into
any lease, contract or other agreement that causes REMIC I to receive, and
(unless required to do so under any lease, contact or agreement to which the
Special Servicer or the Trust may become a party or a successor to a party due
to a foreclosure, deed-in-lieu of foreclosure or other similar exercise of a
creditor's rights or remedies with respect to a Mortgage Loan) shall not cause
or allow REMIC I to receive, any "net income from foreclosure property" that is
subject to taxation under the REMIC Provisions. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders in accordance with the Servicing Standard (as
determined by the Special Servicer in its good faith and reasonable judgment).

     (c) The Special Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

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

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            (ii) the fees of such Independent Contractor (which shall be an
   expense of the Trust, payable out of related REO Income) shall be reasonable
   and customary in light of the nature and locality of the REO Property;

            (iii) any such contract shall require, or shall be administered to
   require, that the Independent Contractor (A) pay all costs and expenses
   incurred in connection with the operation and management of such REO
   Property, including, without limitation, those listed in subsection (b) of
   this Section 8.20 and (B) remit all related REO Income collected (net of its
   fees and such costs and expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 8.20(c) relating to any
   such contract or to actions taken through any such Independent Contractor
   shall be deemed to relieve the Special Servicer of any of its duties and
   obligations hereunder with respect to the operation and management of any
   such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
   the same extent as if it alone were performing all duties and obligations in
   connection with the operation and management of such REO Property.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

     SECTION 8.21 ADDITIONAL OBLIGATIONS OF THE MASTER SERVICER.

     (a) The Master Servicer and the Special Servicer shall each deliver to the
other and to the Trustee (for inclusion in the Mortgage File) copies of all
Appraisals, environmental reports and engineering reports (or, in each case,
updates thereof) obtained with respect to any Mortgaged Property or REO
Property.

     (b) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each P&I Advance Date, without any right of
reimbursement therefor, an amount equal to the lesser of (i) the excess, if any,
of all Prepayment Interest Shortfalls over all Prepayment Interest Excesses, in
each case resulting from Principal Prepayments received in respect of the
Mortgage Pool during the most recently ended Collection Period, and (ii) that
portion of the aggregate Master Servicing Fees received by the Master Servicer
during such Collection Period calculated in respect of all Mortgage Loans at a
rate of 0.01% per annum; provided, however, that notwithstanding the foregoing
provisions, the foregoing rate calculated in clause (ii) above shall be
calculated at the Master Servicing Fee Rate in respect of any Prepayment
Interest Shortfall created by the Master Servicer's failure to enforce any
provision in the Mortgage Loan documents that requires any voluntary prepayment
to be made only on the applicable Due Date.

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     SECTION 8.22 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
SERVICER AND THE SPECIAL SERVICER.

     (a)

            (i) The Master Servicer, in its capacity as Master Servicer
   hereunder, hereby represents and warrants to the Trustee, for its own benefit
   and the benefit of the Certificateholders, and to the Depositor, as of the
   Closing Date, that:

               (A) the Master Servicer is a corporation, duly organized and
     validly existing, and is in compliance with the laws of each State in which
     any Mortgaged Property is located to the extent necessary to perform its
     obligations under this Agreement, except where the failure to so qualify or
     comply would not materially adversely affect the Master Servicer's ability
     to perform its obligations hereunder in accordance with the terms of this
     Agreement;

               (B) the Master Servicer has the full power and authority to
     execute, deliver, perform, and to enter into and consummate all
     transactions and obligations of the Master Servicer contemplated by this
     Agreement. The Master Servicer has duly and validly authorized the
     execution, delivery and performance of this Agreement and this Agreement,
     assuming the due authorization, execution and delivery thereof by the other
     parties hereto, 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, (A) to applicable bankruptcy,
     reorganization, insolvency, moratorium, receivership and other similar laws
     affecting creditors' rights generally as from time to time in effect, (B)
     to general principles of equity (regardless of whether such enforceability
     is considered in a proceeding in equity or at law) and (C) public policy
     considerations underlying the securities laws to the extent that such
     considerations limit the enforceability of the provisions of the Agreement
     that purport to provide for indemnification for securities law violations;

               (C) 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 on the
     part of the Master Servicer does not (A) breach any term or provision of
     its organizational documents or (B) 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 would materially and adversely affect its ability to perform its
     obligations under this Agreement;

               (D) there is no litigation pending or, to the Master Servicer's
     knowledge, threatened against it, the outcome of which would reasonably be


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     expected to materially and adversely affect the execution, delivery and
     performance by, or the enforceability against, the Master Servicer 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;

               (E) no consent, approval, authorization, qualification,
     registration, filing, notice or order of any court or governmental agency
     or body is required for the execution, delivery and performance by the
     Master Servicer of, or compliance by the Master Servicer with, this
     Agreement, or the consummation of the transactions of the Master Servicer
     contemplated hereby, other than any such consents, approvals,
     authorizations, qualifications, registrations, filings, notices or orders
     as have been obtained or made or where the lack of such consent, approval,
     authorization, qualification, registration, filing, notice or order would
     not have a material adverse effect on the performance of the Master
     Servicer under this Agreement; and

               (F) the performance of the services by the Master Servicer
     contemplated by this Agreement are in the ordinary course of business of
     the Master Servicer.

            (ii) It is understood that the representations and warranties set
   forth in this Section 8.22(a) shall survive the execution and delivery of
   this Agreement.

            (iii) Upon discovery by any of the parties hereto of a breach of any
   of the foregoing representations and warranties that materially and adversely
   affects the interests of the Certificateholders or any party hereto, the
   party discovering such breach shall give prompt written notice to each of the
   other parties hereto.

            (iv) Any successor master servicer shall be deemed to have made, as
   of the date of its succession, each of the representations set forth in
   Section 8.22(a)(i), subject to such appropriate modifications to the
   representation and warranty set forth in Section 8.22(a)(i)(A) to accurately
   reflect such successor's jurisdiction of organization and whether it is a
   corporation, partnership, bank, association or other type of organization.

     (b)

            (i) The Special Servicer, in its capacity as Special Servicer
   hereunder, hereby represents and warrants to the Trustee, for its own benefit
   and the benefit of the Certificateholders, and to the Depositor, as of the
   Closing Date, that:

               (A) the Special Servicer is duly organized, validly existing and
     in good standing as a limited liability company under the laws of the State
     of Delaware, and is in compliance with the laws of each State in which any
     Mortgaged Property is located to the extent necessary to perform its
     obligations under this Agreement, except where the failure to so qualify or
     comply would not

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     materially adversely affect the Special Servicer's ability to perform its
     obligations hereunder in accordance with the terms of this Agreement;

               (B) 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, assuming the due
     authorization, execution and delivery thereof by the other parties hereto,
     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, (A) to applicable bankruptcy,
     reorganization, insolvency, moratorium, receivership and other similar laws
     affecting creditors' rights generally as from time to time in effect, (B)
     to general principles of equity (regardless of whether such enforceability
     is considered in a proceeding in equity or at law) and (C) public policy
     considerations underlying the securities laws to the extent that such
     considerations limit the enforceability of the provisions of the Agreement
     that purport to provide for indemnification for securities law violations;

               (C) 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 on the
     part of the Special Servicer will not (A) result in a breach of any term or
     provision of its charter or by-laws or (B) 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 would materially and adversely affect its ability to perform its
     obligations under this Agreement;

               (D) there is no litigation pending or, to the Special Servicer's
     knowledge, threatened against it, the outcome of which would, if adversely
     determined, reasonably be expected to materially and adversely affect the
     execution, delivery and performance by, or the enforceability against, the
     Special Servicer 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;

               (E) no consent, approval, authorization, qualification,
     registration, filing, notice or order of any court or governmental agency
     or body is required for the execution, delivery and performance by the
     Special Servicer of, or compliance by the Special Servicer with, this
     Agreement, or the consummation of the transactions contemplated hereby,
     other than any such consents, approvals, authorizations, qualifications,
     registrations, filings, notices or orders as have been obtained or made or
     where the lack of such consent, approval, authorization,

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     qualification, registration, filing, notice or order would not have a
     material adverse effect on the performance of the Special Servicer under
     this Agreement; and

               (F) the performance of the services by the Special Servicer
     contemplated by this Agreement are in the ordinary course of business of
     the Special Servicer.

            (ii) It is understood that the representations and warranties set
   forth in this Section 8.22(b) shall survive the execution and delivery of
   this Agreement.

            (iii) Upon discovery by any of the parties hereto of a breach of any
   of the foregoing representations and warranties that materially and adversely
   affects the interests of the Certificateholders or any party hereto, the
   party discovering such breach shall give prompt written notice to each of the
   other parties hereto.

            (iv) Any successor special servicer shall be deemed to have made, as
   of the date of its succession, each of the representations set forth in
   Section 8.22(b)(i), subject to such appropriate modifications to the
   representation and warranty set forth in Section 8.22(b)(i)(A) to accurately
   reflect such successor's jurisdiction of organization and whether it is a
   corporation, partnership, bank, association or other type of organization.

     SECTION 8.23 MERGER OR CONSOLIDATION. Any Person into which the Master
Servicer or the Special Servicer may be merged or consolidated or to which the
Master Servicer or the Special Servicer has transferred all or substantially all
of its servicing assets, or any Person resulting from any merger, conversion,
other change in form or consolidation to which the Master Servicer or the
Special Servicer shall be a party, or any Person succeeding to the business of
the Master Servicer or the Special Servicer, shall be the successor of the
Master Servicer or the Special Servicer, as the case may be, hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto; provided, that Rating Agency Confirmation shall have been
obtained with respect to such merger, consolidation, or succession.

     SECTION 8.24 RESIGNATION OF MASTER SERVICER OR SPECIAL SERVICER.

     (a) Except as otherwise provided in Section 8.24(b) or 8.25 hereof, neither
the Master Servicer nor the Special Servicer shall resign from the obligations
and duties hereby imposed on it, unless there is a determination that its duties
hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it
(the other activities so causing such conflict being of a type and nature
carried on by it at the date of this Agreement). Any such determination
permitting the resignation of the Master Servicer or the Special 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, shall have assumed the Master
Servicer's or Special Servicer's, as the case may be, responsibilities and
obligations under this Agreement and Rating Agency Confirmation shall have been
obtained.

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Notice of such resignation shall be given promptly by the Master Servicer or the
Special Servicer, as the case may be, to the Trustee.

     (b) The Master Servicer and the Special Servicer may each resign from the
obligations and duties imposed on it, upon 30 days notice to the Trustee,
provided that (i) a successor servicer (x) is available, (y) has assets of at
least $15,000,000 and (z) is willing to assume the obligations,
responsibilities, and covenants to be performed hereunder by the resigning party
on substantially the same terms and conditions, and for not more than equivalent
compensation, to that herein provided; (ii) the resigning party 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 8.25 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER OR THE
SPECIAL SERVICER. The Master Servicer and the Special Servicer shall each have
the right without the prior written consent of the Trustee to assign and
delegate all of its duties hereunder; provided, however, that (i) the Master
Servicer or the Special Servicer, as the case may be, gives the Depositor 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 or the Special Servicer, as
the case may be, with like effect as if originally named as a party to this
Agreement; (iii) a Rating Agency Confirmation shall have been obtained with
respect to such assignment and delegation; and (iv) notice of the assignment and
delegation is given to the Trustee and the Depositor, it being understood that
the delegations existing as of the Closing Date shall be deemed satisfactory to
the Trustee and the Depositor. In the case of any such assignment and delegation
in accordance with the requirements of this Section, the Master Servicer or the
Special Servicer, as the case may be, shall be released from its obligations
under this Agreement, except that the Master Servicer or the Special Servicer,
as the case may be, shall remain liable for all liabilities and obligations
incurred by it as the Master Servicer or the Special Servicer, as the case may
be, hereunder prior to the satisfaction of the conditions to such assignment set
forth in the preceding sentence. Notwithstanding the above, each of the Master
Servicer and the Special Servicer may appoint Sub-Servicers in accordance with
Section 8.4 hereof, provided that the Master Servicer or the Special Servicer
remains fully liable for their actions, agents or independent contractors
appointed or retained to perform select duties thereof.

     SECTION 8.26 LIMITATION ON LIABILITY OF MASTER SERVICER, SPECIAL SERVICER
AND OTHERS.

     (a) None of the Master Servicer, the Special Servicer or any of their
respective directors, officers, employees or agents shall be under any liability
to the holders of the Certificates, the Trust or any other party for any action
taken or for refraining from the taking of any action in good faith or for
errors in reasonable judgment; provided that this provision shall not protect
the Master Servicer, the Special Servicer or any such Person against any breach
of a representation or warranty contained herein or any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in its performance of duties under this

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Agreement or by reason of negligent disregard of obligations and duties
hereunder. The Master Servicer, the Special Servicer and any director, officer,
employee or agent of the Master Servicer or the Special Servicer 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. Neither the
Master Servicer nor the Special Servicer shall be under any obligation to appear
in, prosecute or defend any legal action that is not incidental to its duties
under this Agreement; provided that the Master Servicer and the Special Servicer
each may in its sole discretion undertake any such action that it may reasonably
deem necessary or desirable in order to protect the interests of the
Certificateholders and the Trustee in the Mortgage Loans for which it is
responsible hereunder or otherwise under this Agreement. In such event, all
legal expenses and costs of such action shall be expenses and costs of the
Trust, and the Master Servicer or the Special Servicer, as applicable, shall be
entitled to be reimbursed therefor as Servicing Advances as provided by Section
5.2.

     (b) In addition, neither the Master Servicer nor the Special Servicer shall
have any liability with respect to, and each shall be entitled to conclusively
rely as to the truth of the statements made and the correctness of the opinions
expressed therein on, any certificates or opinions furnished to the Master
Servicer or the Special Servicer, as the case may be, and conforming to the
requirements of this Agreement. Subject to the Servicing Standard, the Master
and the Special Servicer each shall have the right to rely on information
provided to it by the other (unless the Master Servicer and the Special Servicer
are the same party) and by the Mortgagors, and will have no duty to investigate
or verify the accuracy thereof.

     (c) Neither the Master Servicer nor the Special Servicer shall be obligated
to incur any liabilities, costs, charges, fees or other expenses that relate to
or arise from any breach of any representation, warranty or covenant made by the
Depositor, the Fiscal Agent or Trustee in this Agreement.

     SECTION 8.27 INDEMNIFICATION; THIRD-PARTY CLAIMS.

     (a) The Master Servicer, the Special Servicer and each of their respective
directors, officers, members, managers, employees and agents 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, the Certificates or any asset of the
Trust Fund (including, without limitation, those arising from the distribution
of reports and information pursuant to the terms of this Agreement), other than
any loss, liability or expense: (i) specifically required to be borne by such
Person pursuant to the terms hereof; (ii) that constitutes a Servicing Advance
(and is otherwise specifically reimbursable hereunder); (iii) that was incurred
in connection with claims against such party resulting from (A) any breach of a
representation, warranty or covenant made herein by such party, (B) willful
misfeasance, bad faith or negligence in the performance of obligations or duties
hereunder by such party, or from negligent disregard of such obligations or
duties, or (C) any violation by such party of any state or federal securities
law. The Trustee or the Master Servicer shall promptly make from the Collection
Account any payments certified by the Master Servicer or the Special Servicer to
the Trustee as required to be made to the Master Servicer or the Special
Servicer, as the case may be, pursuant to this Section

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8.27(a). The indemnification provided herein shall survive the resignation or
termination of the Master Servicer or the Special Servicer.

     (b) The Master Servicer agrees to indemnify the Trust, the Trustee, the
Fiscal Agent, the Special Servicer (if different than the Master Servicer), the
Depositor, and any director, officer, manager, member, employee or agent
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 any of them 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 (unless such
claim, loss, penalty, fine, forfeiture, legal fee and related cost or judgment
results from the willful misfeasance, bad faith or negligence of such
indemnified party). Each of the Trustee, the Depositor, the Special Servicer (if
different than the Master Servicer) and the Fiscal Agent shall immediately
notify the Master Servicer if a claim is made by a third party with respect to
this Agreement, the Certificates or any asset of the Trust Fund entitling the
Trust, the Trustee, the Depositor, the Special Servicer or the Fiscal Agent, as
the case may be, to indemnification hereunder, whereupon the Master Servicer
shall assume the defense of any such claim (with counsel reasonably satisfactory
to the Trustee, the Depositor, the Special Servicer or the Fiscal Agent, as
applicable) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree that 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 Trust, the Trustee, the
Depositor, Special Servicer or the Fiscal Agent may have to indemnification
under this Agreement or otherwise, unless the Master Servicer's defense of such
claim is materially prejudiced thereby and the Master Servicer delivers a
certification explaining the prejudice. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or
termination of the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent.

     (c) The Special Servicer agrees to indemnify the Trust, the Trustee, the
Fiscal Agent, the Master Servicer (if different than the Special Servicer), the
Depositor, and any director, officer, employee or agent 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 any of them may sustain arising from or as a result of the
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 by the Special Servicer
(unless such claim, loss, penalty, fine, forfeiture, legal fee and related cost
or judgment results from the willful misfeasance, bad faith or negligence of
such indemnified party). Each of the Trustee, the Fiscal Agent, the Master
Servicer (if different than the Special Servicer) and the Depositor shall
immediately notify the Special Servicer if a claim is made by a third party with
respect to this Agreement, the Certificates or any asset of the Trust Fund
entitling the Trust or the Trustee, the Fiscal Agent, the Master Servicer or the
Depositor, 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 Master Servicer or
the Depositor, as applicable) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any

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judgment or decree that 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, the Trustee, the Fiscal Agent, the Master Servicer or the Depositor
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 resignation or termination of the Special Servicer, the Master Servicer,
the Trustee and the Fiscal Agent.

     SECTION 8.28 TAX REPORTING. From and after the Closing Date, the Special
Servicer shall comply with the Mortgagor tax reporting requirements imposed by
Sections 6050H, 6050J and 6050P of the Code and any similar tax reporting
obligations under State law with 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.

     SECTION 8.29 CERTAIN SPECIAL SERVICER REPORTS.

     (a) The Special Servicer will also deliver any additional reports as may be
reasonably agreed upon by the Operating Adviser and the Special Servicer for a
reasonable fee payable by the Operating Adviser.

     (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 Master Servicer and the Operating Adviser (or if no Operating
Adviser has been elected, the Majority Certificateholder of the Controlling
Class) no later than the tenth Business Day following such Final Recovery
Determination.

     (c) In addition, no later than 30 days after a Servicing Transfer Event for
a Mortgage Loan, the Special Servicer shall deliver to the Master Servicer, each
Rating Agency and the Operating Adviser (or if no Operating Adviser has been
elected, the Majority Certificateholder of the Controlling Class) a report (the
"ASSET STATUS REPORT") with respect to such Mortgage Loan and the related
Mortgaged Property. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Mortgage Loan
   and any negotiations with the related Mortgagor;

            (ii) a discussion of the legal and environmental considerations
   reasonably known to the Special Servicer, consistent with the Servicing
   Standard, that are applicable to the exercise of remedies as aforesaid, and
   to the enforcement of any related guaranties or other collateral for the
   related Mortgage Loan, and whether outside legal counsel has been retained;

            (iii) the most current rent roll and income or operating statement
   available for the related Mortgaged Property;

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            (iv) the Special Servicer's recommendations as to how such Specially
   Serviced Mortgage Loan might be returned to the Master Servicer for regular
   servicing or otherwise realized upon;

            (v) upon receipt of an Appraisal, the Appraised Value of the
   Mortgaged Property together with the assumptions used in the calculation
   thereof; and

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

     (d) If the Operating Advisor disapproves of an Asset Status Report, the
Operating Advisor shall, within ten (10) Business Days of receiving such Asset
Status Report, provide notice in writing to the Special Servicer of such
disapproval, and the Special Servicer shall, subject to Section 8.29(e), revise
such Asset Status Report and deliver to the Operating Advisor, the Rating
Agencies and the Master Servicer a new Asset Status Report as soon as
practicable, but in no event later than thirty (30) days after such disapproval.
If the Operating Advisor does not disapprove of an Asset Status Report within
such ten (10) Business Day period, the Special Servicer shall implement the
recommended action as outlined in such Asset Status Report (provided that the
Special Servicer shall not take any action that is contrary to applicable law or
the terms of the applicable loan documents). The Special Servicer shall, subject
to Section 8.29(e), revise such Asset Status Report as provided above in this
paragraph until the earliest of (a) the failure of the Operating Advisor to
disapprove such revised Asset Status Report in writing within ten (10) Business
Days of its receipt thereof; (b) a determination by the Special Servicer as set
forth below or (c) the passage of ninety (90) days from the date of preparation
of the first Asset Status Report. The Special Servicer may, from time to time,
subject to Section 8.29(e), modify any Asset Status Report it has previously
delivered and implement the new action in such revised report so long as such
revised report has been prepared, reviewed and not rejected as provided above.

     Notwithstanding the prior paragraph, the Special Servicer may: (i)
following the occurrence of an extraordinary event, take any action set forth in
an Asset Status Report before the expiration of the ten (10) Business Day period
during which the Operating Advisor may reject such report if (A) the Special
Servicer has reasonably determined that failure to take such action would
materially and adversely affect the interests of the Certificateholders and (B)
it has made a reasonable effort to contact the Operating Advisor; and (ii)
determine whether any affirmative disapproval of an Asset Status Report is not
in the best interest of all the Certificateholders pursuant to the Servicing
Standard. Upon making any such determination referred to in clause (ii) of the
prior sentence, the Special Servicer shall notify the Trustee of such
determination and deliver to the Trustee a proposed notice to Certificateholders
which is to include a copy of the relevant Asset Status Report. The Trustee
shall thereupon send such notice to all Certificateholders; and, if the Holders
of Certificates representing a majority of the Voting Rights fail, within ten
(10) Business Days of the Trustee's sending such notice, to reject such Asset
Status Report, the Special Servicer shall implement the same. If the Asset
Status Report is rejected within such ten (10) Business Day period by the
Holders of Certificates representing a majority of the Voting Rights, the
Special Servicer shall, subject to Section 8.29(e), revise such

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Asset Status Report as described above. The Trustee shall be entitled to
reimbursement from the Trust Fund for the reasonable out-of-pocket expenses of
providing such notices.

     The Special Servicer may not take any action inconsistent with an Asset
Status Report that has been adopted as described above, unless such action would
be required in order to act in accordance with the Servicing Standard.

     (e) Notwithstanding anything herein to the contrary, any action recommended
by the Special Servicer in an Asset Status Report (or any revision thereof)
shall be consistent with the Servicing Standard, and the Operating Advisor may
not direct the Special Servicer to act in any manner (and the Special Servicer
shall disregard any such direction) that would:

            (i) require or cause the Special Servicer to violate the terms of a
Specially Serviced Mortgage Loan, applicable law or any provision of this
Agreement, including the Special Servicer's obligation to act in accordance with
the Servicing Standard; or

            (ii) result in an Adverse REMIC Event with respect to any REMIC Pool
or otherwise have a material adverse effect on the grantor trust created
hereunder; or

            (iii) expose the Master Servicer, the Special Servicer, the
Depositor, any Seller, the Trust Fund, the Trustee or their Affiliates,
officers, directors, employees or agents to any claim, suit or liability; or

            (iv) materially expand the scope of the Special Servicer's, the
Master Servicer's or the Trustee's responsibilities under this Agreement.

     In addition, the Special Servicer shall not have any obligation to consult
with or notify any Operating Advisor prior to acting, and the provisions of this
Agreement requiring such shall be of no effect, during the period prior to the
initial selection of a Operating Advisor and, if any Operating Advisor resigns
or is removed, during the period following such resignation or removal until a
replacement is selected.

     SECTION 8.30 QUALIFICATION TO SERVICE. The Master Servicer and the Special
Servicer shall each keep in full force and effect such qualifications to do
business and any necessary licenses as are necessary to perform its duties under
this Agreement.

     SECTION 8.31 SALE OF DEFAULTED MORTGAGE LOANS AND REO PROPERTIES.

     (a) The Special Servicer may offer to sell for cash to any Person any REO
Property or Defaulted Mortgage Loan. In the case of REO Property, the Special
Servicer shall offer to sell such REO Property no later than the time determined
by the Special Servicer to be sufficient to result in the sale of such REO
Property on or prior to the date specified in Section 8.19(a), and in any event
prior to the Rated Final Distribution Date. The Special Servicer shall give the
Operating Adviser and the Trustee not less than five days' prior written notice
of its intention to sell any such Defaulted Mortgage Loan or REO Property, and
in respect of such sale, the Special Servicer shall offer such Defaulted
Mortgage Loan or REO Property for sale in a fair

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auction or other manner as is consistent with the Servicing Standard and shall
accept the highest cash bid received in such auction or other procedure from any
Person other than an Interested Person for any Defaulted Mortgage Loan or REO
Property in an amount, except as otherwise provided in this Section, at least
equal to the Purchase Price therefor.

     In the absence of a bid in an amount at least equal to the Purchase Price
(after deducting allocable expenses), the Special Servicer shall accept the
highest cash bid received from any Person other than any Interested Person or
the Trustee in its individual capacity, unless the Special Servicer has received
other bids, the Interested Party's bid is the highest bid, and the Special
Servicer (in consultation with the Trustee) determines that acceptance of such
bid is in the best interest of the Certificateholders.

     The Special Servicer shall not be obligated by either of the foregoing
paragraphs or otherwise to accept the highest cash bid if the Special Servicer
determines, in accordance with the Servicing Standard, that rejection of such
bid would be in the best interests of the Certificateholders. In addition, the
Special Servicer may accept a lower bid (including a bid lower than the Purchase
Price) if it determines, in accordance with the Servicing Standard, that
acceptance of such bid would be in the best interests of the Certificateholders
(for example, if the prospective buyer making the lower bid is more likely to
perform its obligations, or the terms offered by the prospective buyer making
the lower bid are more favorable), provided that if any Defaulted Mortgage Loan
or REO Property as to which an Appraisal Reduction has occurred is to be sold by
the Special Servicer, then the Special Servicer shall not, without the approval
of the Operating Adviser, if any, accept any bid for such loan or property that
is less than 90% of the appraised value of the related Mortgaged Property (based
on the Appraisal or internal evaluation used in determining the related
Appraisal Reduction). The Special Servicer shall determine no later than six
months prior to the end of the REO Sale Deadline with respect to any REO
Property whether a sale of such REO Property pursuant to any bids being made
with respect thereto is in the best economic interests of the Certificateholders
as a whole. If the Special Servicer so determines in accordance with the
Servicing Standard that such a sale would not be in the best interests of the
Certificateholders, the Special Servicer shall seek an extension of such period
in the manner described in Section 8.19.

     (b) Subject to the REMIC Provisions, the Special Servicer shall act on
behalf of the Trust in negotiating and taking any other action necessary or
appropriate in connection with the sale of any Defaulted Mortgage Loan or REO
Property, including the collection of all amounts payable in connection
therewith. Any sale of a Defaulted Mortgage Loan or REO Property shall be
without recourse to, or representation or warranty by, the Trustee, the
Depositor, the Special Servicer, the Master Servicer, or the Trust, except for
warranties in a deed and other normal and customary representations and
warranties given in connection with the sale of mortgage loans and real estate.
None of the Special Servicer, the Master Servicer, the Depositor, the Fiscal
Agent or the Trustee shall have any liability to the Trust or any
Certificateholder with respect to the price at which a Defaulted Mortgage Loan
is sold if the sale is consummated in accordance with the terms of this
Agreement.

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     (c) The proceeds of any sale after deduction of the expenses of such sale
incurred in connection therewith shall be deposited within one Business Day in
the Collection Account.

     Notwithstanding anything herein to the contrary, the Special Servicer shall
not be required to take or refrain from taking any action pursuant to
instructions from (or which require the approval of) the Operating Adviser that
would cause it to violate any term or provision of this Agreement, the REMIC
Provisions or the Servicing Standard.

     SECTION 8.32 OPERATING ADVISER; ELECTIONS.

     (a) In accordance with Section 8.32(c), the Holders of Certificates
representing more than 50% of the Class Principal Balance of the Controlling
Class shall be entitled to elect an operating adviser (the "OPERATING ADVISER")
with the powers set forth in Section 8.33. An election of an Operating Adviser
may also be held upon the resignation or removal of any Person acting as
Operating Adviser. The initial Operating Adviser shall be Allied Capital
Corporation.

     (b) At the request of the Holders of Certificates representing at least 50%
of the Class Principal Balance of the Controlling Class, the Trustee shall call
a meeting of the Holders of the Controlling Class for purpose of electing an
Operating Adviser. Notice of the meeting shall be mailed or delivered by the
Trustee to each Holder of Certificates of the Controlling Class 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. Holders of Certificates
representing a majority of the Class Principal Balance of the 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 Trustee shall
cause the election of the Operating Adviser to be held as soon thereafter as is
reasonably practicable.

     (c) Each Holder of 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 Trustee on or prior to the date of
such election. Immediately upon receipt by the Trustee of votes (which have not
been rescinded) from the Holders of Certificates representing more than 50% of
the Class Principal Balance of the Controlling Class which are cast for a single
Person, such Person shall be, upon such Person's acceptance, the Operating
Adviser. The Trustee shall act as judge of each election and, absent manifest
error, the determination of the results of any election by the Trustee shall be
conclusive. Notwithstanding any other provisions of this Section 8.32, the
Trustee may make such reasonable regulations as it may deem advisable for any
election.

     (d) The Operating Adviser may be removed at any time by the written vote,
copies of which must be delivered to the Trustee, of the Holders of the
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class.

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     (e) For purposes of electing or removing an Operating Adviser, Certificates
of the Controlling Class held by the Depositor, the Master Servicer or the
Special Servicer or by any Affiliate of any of them shall be taken into account
with the same force and effect as if any other Person held such Certificates.

     (f) The Operating Advisor will have no liability to the Certificateholders
for any action taken, or for refraining from the taking of any action, in good
faith pursuant to this Agreement, or for errors in judgment; provided, however,
that the Operating Advisor will not be protected against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties. Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, that the Operating Advisor may have special
relationships and interests that conflict with those of Holders of one or more
Classes of Certificates, that the Operating Advisor may act solely in the
interests of the Holders of the Controlling Class, that the Operating Advisor
does not have any duties to the Holders of any Class of Certificates other than
the Controlling Class, that the Operating Advisor may take actions that favor
interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other Classes of Certificates, that the Operating Advisor
shall not be deemed to have been negligent or reckless, or to have acted in bad
faith or engaged in willful misfeasance, by reason of its having acted solely in
the interests of the Holders of the Controlling Class, and that the Operating
Advisor shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Operating Advisor
or any director, officer, employee, agent or principal thereof for having so
acted.

     SECTION 8.33 DUTIES OF OPERATING ADVISER.

     (a) The Operating Adviser will be entitled to advise the Special Servicer
with respect to the following actions of the Special Servicer, and
notwithstanding anything herein to the contrary except as necessary or advisable
to avoid an Adverse REMIC Event and except as set forth in, and in any event
subject to, the second paragraph of this Section 8.33, the Special Servicer will
not be permitted to take any of the following actions as to which the Operating
Adviser has objected in writing within ten Business Days of being notified
thereof (provided that if such written objection has not been received by the
Special Servicer within such ten Business Day period, then the Operating
Adviser's approval will be deemed to have been given), provided, however, if the
Operating Adviser and the Special Servicer cannot agree on a course of action
within 60 days of the occurrence of the event under discussion, the Special
Servicer shall implement its proposed course of action:

            (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 or waiver of a Money Term of a Mortgage Loan
   (or any other material term of any Mortgage Loan);

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            (iii) any proposed sale of a Defaulted Mortgage Loan or REO Property
   pursuant to Section 8.31;

            (iv) any determination to bring a Mortgaged Property or an REO
   Property into compliance with Environmental Laws;

            (v) any acceptance of substitute or additional collateral for a
   Mortgage Loan;

            (vi) any waiver of a "due-on-encumbrance" clause; and

     (2) any waiver of a "due-on-sale" clause, including any acceptance of an
assumption agreement releasing a borrower from liability under a Mortgage Loan.

     In addition, the Operating Adviser may direct the Special Servicer to take,
or to refrain from taking, such other actions as the Operating Adviser may deem
advisable or as to which provision is otherwise made herein; provided that
notwithstanding anything herein to the contrary no such direction, and no
objection contemplated by the preceding paragraph, may require or cause the
Special Servicer to violate any provision of this Agreement or the REMIC
Provisions, including without limitation the Special Servicer's obligation to
act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Special Servicer's responsibilities hereunder.

     (b) The Operating Adviser, if any, may direct the Trustee to remove the
Special Servicer, at any time effective upon the appointment and written
acceptance of such appointment by a successor to the Special Servicer appointed
by the Operating Adviser; provided that, prior to the effectiveness of any such
appointment the Operating Adviser and the Trustee shall have received: (i)
Rating Agency Confirmation; and (ii) an Opinion of Counsel (which shall not be
an expense of the Trustee or Trust) to the effect that this Agreement shall be
enforceable against the designated successor in accordance with its terms. Any
costs related to such removal shall be at the expense of the Operating Adviser.
The existing Special Servicer shall be deemed to have resigned simultaneously
with such designated successor's becoming the Special Servicer hereunder;
provided, however, that (i) the resigning Special Servicer shall continue to be
entitled to receive all amounts accrued or owing to it under this Agreement on
or prior to the effective date of such resignation, whether in respect of
Servicing Advances or otherwise, and (ii) it and its directors, officers,
employees and agents shall continue to be entitled to the benefits of Sections
8.26 and 8.27, notwithstanding any such resignation. Such resigning Special
Servicer shall cooperate with the Trustee and the replacement Special Servicer
in effecting the termination of the resigning Special Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer within two Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been deposited in the Collection Account or delivered by the Special
Servicer to the Master Servicer or that are thereafter received with respect to
Specially Serviced Mortgage Loans and REO Properties.

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     SECTION 8.34 EXCHANGE ACT REPORTING. The Trustee shall, at the Trustee's
expense, prepare for filing, execute and properly file with the Securities and
Exchange Commission, any and all reports, statements and information, including,
without limitation Form 10-K and Form 8-K, respecting the Trust Fund and/or the
Certificates required or specifically provided herein to be filed on behalf of
the Trust under the Exchange Act. The Master Servicer and the Special Servicer
shall provide any items required to be delivered by either of them under this
Agreement to the Trustee in Microsoft Word or Excel format or in such other
mutually acceptable format for conversion to EDGAR format for electronic filing
via the EDGAR system (in addition to any other required format). The Trustee
shall, at the Trustee's expense and in accordance with and to the extent
permitted by applicable law, file a Form 15 relating to automatic termination of
reporting in respect of the Trust under the Exchange Act.

     SECTION 8.35 SECTION 8.35. LETTERS OF CREDIT.

     With respect to the Mortgage Loans listed on Schedule V, which are secured
in part by letters of credit, the Master Servicer shall consult with the Special
Servicer prior to making any changes to the terms thereof.

                                   ARTICLE IX.
                                     DEFAULT

     SECTION 9.1 EVENTS OF DEFAULT.

     (a) "EVENT OF DEFAULT", wherever used herein, means any one of the
following events:

            (i) (A) any failure by the Master Servicer to make a required
   deposit to the Collection Account which continues unremedied for one Business
   Day following the date on which such deposit was first required to be made,
   or (B) any failure by the Master Servicer to deposit into, or to remit to the
   Trustee for deposit into, the Distribution Account any amount required to be
   so deposited or remitted, which failure is not remedied by 11:00 a.m. (New
   York City time) on the related Distribution Date; provided that if the Master
   Servicer fails to make any remittance required to be made by the Master
   Servicer to the Distribution Account on the Master Servicer Remittance Date,
   the Master Servicer shall pay to the Trustee for the account of the Trustee
   interest on any amount not timely remitted at the Advance Rate from and
   including the Master Servicer Remittance Date to, but not including, the day
   on which such remittance is actually made; or

            (ii) any failure by the Special Servicer to deposit into, or to
   remit to the Master Servicer for deposit into, the Collection Account or REO
   Account any amount required to be so deposited or remitted under this
   Agreement which failure continues unremedied for one Business Day following
   the date on which such deposit or remittance was first required to be made;
   or

            (iii) any failure by the Master Servicer or the Special Servicer to
   timely make any Servicing Advance required to be made by it pursuant to this
   Agreement which

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   continues unremedied for a period ending on the earlier of (A) 15 days
   following the date such Servicing Advance was first required to be made, and
   (B) either, if applicable, (1) in the case of a Servicing Advance relating to
   the payment of insurance premiums, the day on which such insurance coverage
   terminates if such premiums are not paid or (2) in the case of a Servicing
   Advance relating to the payment of real estate taxes, the date of the
   commencement of a foreclosure action with respect to the failure to make such
   payment; or

            (iv) any failure on the part of the Master Servicer or the Special
   Servicer duly to observe or perform in any material respect any other of the
   covenants or agreements on the part of the Master Servicer or the Special
   Servicer contained in this Agreement which continues unremedied for a period
   of 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 or the
   Special Servicer, as the case may be, by the Trustee or the Depositor, or to
   the Master Servicer or the Special Servicer, as the case may be, the
   Depositor and the Trustee by the Holders of Certificates entitled to not less
   than 25% of the Voting Rights; or

            (v) any breach on the part of the Master Servicer or the Special
   Servicer of any representation or warranty contained in this Agreement which
   materially and adversely affects the interests of any Class of
   Certificateholders and which continues unremedied for a period of 30 days
   after the date on which notice of such breach, requiring the same to be
   remedied, shall have been given to the Master Servicer or the Special
   Servicer, as the case may be, by the Trustee or the Depositor, or to the
   Master Servicer or the Special Servicer, as the case may be, the Depositor
   and the Trustee by the Holders of Certificates entitled to not less than 25%
   of the Voting Rights; or

            (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, marshaling of
   assets and liabilities or similar proceedings, or for the winding-up or
   liquidation of its affairs, shall have been entered against the Master
   Servicer or the Special Servicer and such decree or order shall have remained
   in force undischarged, undismissed or unstayed for a period of 60 days; or

            (vii) the Master Servicer or the Special Servicer shall consent to
   the appointment of a conservator, receiver, liquidator, trustee or similar
   official in any bankruptcy, insolvency, readjustment of debt, marshaling of
   assets and liabilities or similar proceedings of or relating to it or of or
   relating to all or substantially all of its property; or

            (viii) the Master Servicer or the Special Servicer shall admit in
   writing its inability to pay its debts generally as they become due, file a
   petition to take advantage of any applicable bankruptcy, insolvency or
   reorganization statute, make an assignment

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   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 Trustee shall have received written notice from Fitch IBCA
   that the continuation of the Master Servicer or the Special Servicer in such
   capacity, in and of itself, would result or has resulted in the downgrade,
   qualification (which shall include a "RatingAlert--negative") or withdrawal
   of any rating then assigned by Fitch IBCA to any Class of Certificates; or

            (x) Moody's places the ratings of any Class of Certificates on a
   "watch" status in contemplation of a ratings downgrade or withdrawal (or
   Moody's has downgraded or withdrawn any Class of Certificates), citing
   servicing concerns with respect to the Master Servicer or the Special
   Servicer, as applicable, as the sole or a contributory factor in such rating
   action and the Master Servicer or the Special Servicer, as applicable, shall
   not have resolved all such matters to the satisfaction of Moody's within
   sixty (60) days (or such longer time period as may be agreed in writing by
   Moody's) after such placement on "watch" status.

     (b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case for purposes of this Section 9.1(b), the
"DEFAULTING PARTY") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Depositor or the Trustee may terminate, and at the written direction of the
Holders of Certificates entitled to at least 25% of the Voting Rights, the
Trustee shall terminate, by notice in writing to the Defaulting Party, with a
copy of such notice to the Depositor (if the termination is effected by the
Trustee) or to the Trustee (if the termination is effected by the Depositor),
all of the rights and obligations of the Defaulting Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof (other than any rights
of the Defaulting Party as Certificateholder and for recovery of amounts due the
Defaulting Party out of the proceeds of the Mortgage Loans). From and after the
receipt by the Defaulting Party of such written notice, all authority and power
of the Defaulting Party under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer and the Special Servicer
each agrees that if it is terminated pursuant to this Section 9.1(b), it shall
promptly (and in any event no later than ten Business Days subsequent to its
receipt of the notice of termination) provide the Trustee with all documents and
records requested by the Trustee to enable it or a successor servicer to assume
the Master Servicer's or Special Servicer's, as the case may be, functions
hereunder, and shall cooperate with the Trustee in effecting the termination of
the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, the
transfer within two Business Days to the Trustee or a successor servicer for

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administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer or the Special Servicer, as the case
may be, to the Collection Account, the Distribution Account or any Servicing
Account or thereafter be received with respect to the Mortgage Loans or any REO
Property (provided, however, that the Master Servicer and the Special Servicer
each shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances (together with Advance Interest thereon) made by it or
otherwise, and it and its directors, officers, employees and agents shall
continue to be entitled to the benefits of Sections 8.26 and 8.27
notwithstanding any such termination).

     SECTION 9.2 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. On and after the time
the Master Servicer or the Special Servicer receives a notice of termination
pursuant to Section 9.1, the Trustee shall be the successor in all respects to
the Master Servicer or the Special Servicer, as the case may be, in its capacity
as such under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
(except for liabilities incurred prior to the Event of Default) relating thereto
and arising thereafter placed on the Master Servicer or the Special Servicer, as
the case may be, by the terms and provisions hereof, including, without
limitation, the Master Servicer's obligation to make P&I Advances; provided that
any failure to perform such duties or responsibilities caused by the Master
Servicer's or the Special Servicer's failure to provide information or monies
required by Section 9.1 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the Master Servicer or the Special Servicer and the Trustee shall
not be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to the applicable Servicing Fees and all
funds relating to the Mortgage Loans that the Master Servicer or the Special
Servicer would have been entitled to charge to the Collection Account if the
Master Servicer or the Special Servicer had continued to act hereunder. All
expenses incurred by the successor servicer in the transfer of servicing
obligations from the Master Servicer or Special Servicer, as the case may be, to
the successor servicer shall be paid by the Master Servicer or the Special
Servicer, as the case may be, or otherwise by the Trust Fund if such expenses
are not paid by the Master Servicer or the Special Servicer, as applicable.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or if the Holders of Certificates entitled
to at least 51% of the Voting Rights so request in writing to the Trustee or if
it is not appropriately rated as an approved master servicer or special
servicer, as the case may be, by each Rating Agency, promptly appoint, or
petition a court of competent jurisdiction for the appointment of, a mortgage
loan servicing institution that has a net worth of not less than $15,000,000 and
is otherwise acceptable to each Rating Agency (as evidenced by Rating Agency
Confirmation), as the successor to the Master Servicer or the Special Servicer,
as the case may be, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or the Special
Servicer. If the resigning or terminated party is the initial Master Servicer,
and if on or before the effective date of such resignation or termination the
initial Master Servicer procures a qualified Person that is willing to act as
the successor Master Servicer, then the Trustee shall appoint such Person to act
as the successor Master Servicer; provided, however, that (i) such Person is
reasonably acceptable to the Trustee, (ii) a Rating Agency Confirmation is
obtained with respect to such appointment, (iii) the initial Master Servicer
pays all costs and expenses in

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connection with such transfer, and (iv) such Person accepts such appointment on
or prior to the effective date of such resignation or termination. No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to the Master
Servicer or the Special Servicer of all the responsibilities, duties and
liabilities of the Master Servicer or the Special Servicer, as the case may be,
hereunder. Pending appointment of a successor to the Master Servicer or the
Special Servicer hereunder, the Trustee shall act in such capacity as
hereinabove provided and shall be entitled to such compensation as would
otherwise have been payable to the Master Servicer or the Special Servicer, as
the case may be. In connection with any such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans or otherwise as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. The
Depositor, the Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.

     SECTION 9.3 NOTIFICATION TO CERTIFICATEHOLDERS.

     (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 8.24, any termination of the Master Servicer or the Special
Servicer pursuant to Section 9.1 or any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 9.2, the Trustee shall give
prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register, and to the Special Servicer in
the case of the resignation or termination of the Master Servicer.

     (b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee discovers or
is notified of the occurrence of such an event, the Trustee shall transmit by
mail to the Depositor and all Certificateholders notice of such occurrence,
unless such default shall have been cured.

     SECTION 9.4 WAIVER OF EVENTS OF DEFAULT. The Holders of Certificates
entitled to at least 66 2/3% of the Voting Rights allocated to the respective
Classes of Certificates affected by any Event of Default hereunder may, subject
to Section 9.1(b) hereof, waive such Event of Default; provided, however, that
an Event of Default under clause (i) or (ii) of Section 9.1(a) may be waived
only by all of the Certificateholders. Upon any such waiver of an Event of
Default, such Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder; provided, however, that the Trustee
shall be entitled to reimbursement pursuant to Section 7.12 for any costs and
expenses incurred as a result of such Event of Default. No such waiver shall
extend to any subsequent or other Event of Default or impair any right
consequent thereon except to the extent expressly so waived. Notwithstanding any
other provisions of this Agreement, for purposes of waiving any Event of Default
pursuant to this Section 9.4, Certificates registered in the name of the
Depositor or any Affiliate of the Depositor shall be entitled to the same Voting
Rights with respect to the matters described above as they would if any other
Person held such Certificates.

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                                   ARTICLE X.
                      PURCHASE AND TERMINATION OF THE TRUST

     SECTION 10.1 TERMINATION OF TRUST.

     (a) Subject to Section 10.3, the Trust and the respective obligations and
responsibilities of the Depositor, the Trustee, the Master Servicer, the Special
Servicer and the Fiscal Agent hereunder (other than the obligation of the
Trustee to make payments to Certificateholders on the final Distribution Date
pursuant to Section 6.4 or otherwise as set forth in Section 10.2 and other than
the obligations in the nature of information or tax reporting or tax-related
administrative or judicial contests or proceedings) shall terminate on the
earlier of (i) the later of (A) the final payment or other liquidation of the
last Mortgage Loan held by the Trust and (B) the disposition of the last REO
Property held by the Trust and (ii) the sale of all Mortgage Loans and any REO
Properties held by the Trust in accordance with Section 10.1(b); 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) As soon as reasonably practical, the Trustee shall give the Depositor,
the Special Servicer, the Master Servicer, the Majority Certificateholder of the
Controlling Class and the Class R-I Certificateholders notice of the date when
the aggregate Certificate Principal Balance of the Principal Balance
Certificates, after giving effect to distributions of principal made on the next
Distribution Date, will be less than or equal to 1% of the Initial Pool Balance.
The Depositor, the Special Servicer, the Master Servicer, the majority holders
of the Controlling Class and the Holders of Class R-I Certificates representing
a majority Percentage Interest in such Class shall thereafter be entitled, in
that order of priority, to purchase, in whole only, the Mortgage Loans and any
REO Properties then remaining in the Trust Fund. If any such party desires to
exercise such option, it will notify the Trustee who will notify any other such
party with a prior right to exercise such option. If any such party that has
been so provided notice by the Trustee 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. The
"TERMINATION PRICE" shall equal the greater of (x) the sum of (i) the aggregate
Purchase Price of all the remaining Mortgage Loans (other than REO Mortgage
Loans and Mortgage Loans as to which a Final Recovery Determination has been
made) held by the Trust, plus (ii) the appraised value of each remaining REO
Property, if any, held by the Trust (such appraisal to be conducted by a
Qualified Appraiser selected by the Master Servicer and approved by the
Trustee), minus (iii) solely in the case where the Master Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances made by the Master
Servicer, together with any Advance Interest accrued and payable to the Master
Servicer in respect of such Advances and any unpaid Master Servicing Fees
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Master Servicer in connection with such purchase) (or, solely
in the case where the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Servicing Advances made by the Special

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Servicer, together with any Advance Interest accrued and payable to the Special
Servicer in respect of such Servicing Advances and any unpaid Special Servicing
Fees remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Special Servicer in connection with such purchase)); (y) the
fair market value of all remaining assets of REMIC I and the grantor trust; and
(z) the amount that would be sufficient to pay the outstanding Certificate
Principal Balance of each Class of Certificates, Distributable Certificate
Interest thereon, and Distributable Certificate Interest on the Class X
Certificates for the final Distribution Date.

     In the event that the Depositor, the Master Servicer, the Special Servicer,
the Majority Certificateholder of the Controlling Class or the Holders of Class
R-I Certificates representing a majority Percentage Interest in such Class
purchase all of the remaining Mortgage Loans and REO Properties held by the
Trust in accordance with the preceding paragraph, the party effecting such
purchase (the "FINAL PURCHASER") shall (i) deposit in the Collection Account not
later than the Determination Date relating to the Distribution Date on which the
final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the Termination Price (other than the amount, if any,
of such Termination Price paid in respect of the assets of the grantor trust,
which amount shall be paid to the Trustee for deposit in the Excess Interest
Distribution Account) and (ii) deliver notice to the Trustee of its intention to
effect such purchase. Upon confirmation that such deposit has been made, the
Trustee shall release or cause to be released to the Final Purchaser or its
designee the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Final
Purchaser as shall be necessary to effectuate transfer of the remaining Mortgage
Loans and REO Properties held by the Trust, in each case without representation
or warranty by the Trustee. All Servicing Files for the remaining Mortgage Loans
and REO Properties shall be delivered to the Final Purchaser or its designee at
the expense of the Final Purchaser.

     (c) As a condition to the purchase of the assets of the Trust pursuant to
Section 10.1(b), the Final Purchaser must deliver to the Trustee an Opinion of
Counsel, which shall be at the expense of the Final Purchaser, stating that such
termination will be a "qualified liquidation" under Section 860F(a)(4) of the
Code of each of REMIC I, REMIC II and REMIC III. Such purchase shall be made in
accordance with Section 10.3.

     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 to each Rating Agency and each
Certificateholder by first class mail no later than the later of (a) ten days
prior to the date of such termination and (b) the date the Trustee receives
notice of such termination. Such notice shall specify (A) the Distribution Date
upon which final distribution on the Certificates will be made 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 Certificates
at the office or agency of the Trustee therein specified. The Trustee shall give
such notice to the Depositor and the Certificate Registrar at the time such
notice is given to Certificateholders. Upon any such termination, the Trustee
shall terminate, or request the Master Servicer to terminate, as applicable, the
Collection Account and

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the Distribution Account and any other account or fund maintained by such Person
with respect to the Certificates, subject to the Trustee's obligation hereunder
to hold all amounts payable to the nontendering Certificateholders in trust
without interest pending such payment.

     (b) On the final Distribution Date, the Trustee shall distribute to each
Certificateholder that presents and surrenders its Certificates all amounts
payable on such Certificates on such final Distribution Date in accordance with
Section 6.4.

     (c) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps to contact
the nontendering Certificateholders concerning surrender of their 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 Certificates shall
not have been surrendered for cancellation, the Trustee shall, subject to
applicable state law relating to escheat, 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 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 Trustee 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 REMICs and shall be beneficially owned by the
related Holder.

     SECTION 10.3 ADDITIONAL TRUST TERMINATION REQUIREMENTS.

     (a) In the event of a purchase of all the remaining Mortgage Loans and REO
Properties held by the Trust in accordance with Section 10.1 or any other
termination of the Trust under this Article X, the Trust and each REMIC Pool
shall be terminated in accordance with the following additional requirements,
unless in the case of a termination under Section 10.1 hereof, the Final
Purchaser delivers to the Trustee an Opinion of Counsel at the expense of the
Final Purchaser (or, in the case of any other termination, the Trustee shall
obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to
the Depositor and the Trustee 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" of 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:

            (i) within 89 days prior to the final Distribution Date set forth in
   the notice given by the Trustee under Section 10.2, the Trustee shall adopt a
   plan of complete liquidation prepared by the Final Purchaser and meeting the
   requirements for a qualified liquidation for each REMIC Pool under Section
   860F of the Code and any regulations thereunder;

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            (ii) during such 90-day liquidation period and at or after the
   adoption of the plans of complete liquidation and at or prior to the final
   Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans
   and any REO Properties held by the Trust to the Final Purchaser for cash in
   an amount equal to the Termination Price, such cash shall be deposited into
   the Collection Account, shall be deemed distributed on the REMIC I Regular
   Interests in retirement thereof, shall be deemed distributed on the REMIC II
   Regular Interests in retirement thereof, and shall be distributed to the
   Certificateholders in retirement of the Certificates;

            (iii) at the time of the making of the final payment on the
   Certificates, the Trustee shall distribute or credit, or cause to be
   distributed or credited, to the Holders of the related Class of Residual
   Certificates all cash on hand in each REMIC Pool after making such final
   deemed payment or payments (other than cash retained to meet claims), and
   REMIC I, REMIC II and REMIC III shall terminate at that time; and

            (iv) in no event may the final payment on the REMIC I Interests, the
   REMIC II Interests, the REMIC III Regular Certificates, or the Class R-III
   Certificates be made after the 89th day from the date on which such plans of
   complete liquidation are adopted. The Trustee shall specify the first day of
   the 90-day liquidation period in a statement attached to the final Tax Return
   for each REMIC Pool pursuant to Treasury regulation 1.860F-1.

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Trustee to adopt a plan of complete liquidation of REMIC I,
REMIC II and REMIC III in accordance with the foregoing requirements, which
authorization shall be binding upon all successor Certificateholders.

                                  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.

     (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, the Special
Servicer or the 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.

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     (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 entitled to not less than 25% of the Voting Rights shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding and no
direction inconsistent with such written request has been given the Trustee
during such 60-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 whatsoever 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 Trustee is not acting as Certificate Registrar, the Certificate
Registrar will furnish or cause to be furnished to the Trustee, within fifteen
days after receipt by the Certificate Registrar of a request by the Trustee in
writing, a list, in such form as the Trustee 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 or three or more Holders (hereinafter referred to as
"APPLICANTS," with a single Person that (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 Trustee, 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 Trustee shall, within five Business Days after the receipt of
such application, send, at such Person's expense, the written communication
proffered by the applicants to all Certificateholders at their addresses as they
appear in the Certificate Register. The Depositor, the Master Servicer and the
Special Servicer may each obtain, upon request, from the Trustee and the
Certificate Registrar a copy of the Certificate Register.

     (c) Every Holder, by receiving and holding a Certificate, agrees with the
Depositor, the Certificate Registrar and the Trustee that neither the Depositor,
the Certificate Registrar 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.

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     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. 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 and the Depositor, 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
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 or the
Depositor in reliance thereon, whether or not notation of such action is made
upon such Certificate.

                                  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 Trustee on behalf of the Trust to treat
the segregated pool of assets consisting of the Mortgage Loans (other than the
right to Excess

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Interest in respect of the Anticipated Repayment Date Loans), such amounts as
shall from time to time be held in the Collection Account and the Distribution
Account in respect thereof, the Insurance Policies and any REO Properties and
any other assets constituting REMIC I (as set forth on the definition of REMIC
I) as a REMIC 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 I Interests are issued. For purposes of such election, each of the REMIC I
Regular Interests shall 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.

     An election will be made by the Trustee on behalf of REMIC II to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
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 "residual
interests" in REMIC II.

     An election will be made by the Trustee on behalf of REMIC III to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC 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 B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, the Class N Regular Interest represented by the
Class N Certificates, and each Component Interest of the Class X 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.

     The Trustee shall not permit the creation of any "interests" (within the
meaning of Treasury regulation Section 1.860D-1(b)(1)) in any of the REMIC Pools
other than the REMIC I Regular Interests, the REMIC II Regular Interests and the
interests evidenced by the Certificates.

     (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. The latest
possible maturity date for the REMIC I Interests, the REMIC II Interests and the
REMIC III Certificates shall be the Rated Final Distribution Date.

     The assets of the Trust Fund consisting of the right to any Excess Interest
in respect of the Anticipated Repayment Date Loans and the Excess Interest
Distribution 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 100% beneficial
ownership of such assets (the "GRANTOR TRUST ASSETS") from and after the Closing
Date. It is intended that the portion of the Trust Fund consisting of the
grantor trust assets 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

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maintaining such treatment. The Trustee shall hold the grantor trust assets
separate and apart from the assets of REMIC I, REMIC II, and REMIC III.

     (c) The Trustee 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 and the grantor trust, excluding any professional
fees or extraordinary expenses related to audits or any administrative or
judicial proceedings with respect to any REMIC Pool or the grantor trust that
involve the Internal Revenue Service or state tax authorities.

     (d) The Trustee 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 each REMIC Pool and the grantor trust on
Internal Revenue Service Form SS-4. The Trustee, 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 Trustee shall prepare and file Form 8811 on behalf of each REMIC Pool within
30 days after the Closing Date 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 Trustee shall prepare, execute and file all of each REMIC Pool's
and the grantor trust's federal and state income or franchise tax and
information returns as such REMIC Pool's and the grantor trust's direct
representative; the expenses of preparing and filing such returns shall be borne
by the Trustee. The Depositor, the Master Servicer and the Special Servicer
shall each provide on a timely basis to the Trustee or its designee such
information with respect to the Trust or any REMIC Pool as is in the
Depositor's, the Master Servicer's or the Special Servicer's, as the case may
be, possession, that the Depositor, the Master Servicer or the Special Servicer,
as the case may be, has received or prepared by virtue of its acting in such
capacity hereunder and that is reasonably requested by the Trustee to enable it
to perform its obligations under this subsection, and the Trustee shall be
entitled to conclusively rely on such information in the performance of its
obligations hereunder. The Depositor shall indemnify the Trust, the Trustee and
the Fiscal Agent for any liability or assessment against any of them or any cost
or expense (including attorneys' fees) incurred by any of them resulting from
any error in any of such tax or information returns 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 each indemnify the Trust, the Trustee, the Fiscal
Agent and the Depositor for any liability or assessment against the Trust, the
Trustee, the Fiscal Agent or the Depositor, as the case may be, and any expenses
incurred in connection with such liability or assessment (including attorney's
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, caused by the negligence, willful
misconduct or bad faith of the Master Servicer or the Special Servicer, as the
case may be. The Trustee shall be liable to the Trust, the Master Servicer, the
Special Servicer and the Depositor for any expense incurred by the Trust, the
Master Servicer, the Special Servicer or the Depositor 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

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Trustee. 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 the
Trust under this Section 12.1(e). Any such indemnification shall survive the
resignation or termination of the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent and the termination of this Agreement.

     (f) The Trustee shall perform on behalf of each REMIC Pool and the grantor
trust all reporting and other tax compliance duties that are the responsibility
of such REMIC Pool and the grantor trust 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 Trustee shall provide (i) to
the Internal Revenue Service or other Persons (including, but not limited to,
any Person that transferred 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 Trustee shall forward to the Depositor copies of quarterly and
annual Tax Returns and Form 1099 information returns and such other information
within the control of the Trustee as the Depositor may reasonably request in
writing. Moreover, the Trustee shall forward to Certificateholders 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
Trustee be required by applicable law and shall prepare and disseminate to
Certificateholders Forms 1099 (or otherwise furnish information within the
control of the Trustee) to the extent required by applicable law. The Trustee
will make available to any Certificateholder any tax related information
required to be made available to such Certificateholder pursuant to the Code and
any Treasury Regulations thereunder.

     (h) The Holder of Certificates representing the greatest Percentage
Interest in each Class of Residual Certificates shall be the Tax Matters Person
for the related REMIC Pool; provided that if Treasury Regulations shall be
modified to require another Person to be designated as Tax Matters Person, then
such Person shall become Tax Matters Person at such time. The duties of the Tax
Matters Person for each of the REMIC Pools are hereby delegated to the Trustee,
and each Residual Certificateholder, by acceptance of its Residual Certificate,
agrees, on behalf of itself and all successor holders of such Residual
Certificate, to such delegation to the Trustee as their agent and attorney in
fact. If the Code or applicable Treasury regulations prohibits the Trustee from
signing any applicable Internal Revenue Service, court or other administrative
documents or from otherwise acting as Tax Matters Person (as an agent or
otherwise), the Trustee shall do or cause to be done whatever is necessary for
the signing of such documents and the taking of any other such act, and the
Residual Certificateholders shall reasonably cooperate with the Trustee in
connection therewith. The Trustee shall not be required

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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, or as otherwise expressly provided in, 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 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, 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
grantor trust assets as a grantor trust or, as appropriate, adopt a plan of
complete liquidation in accordance with the REMIC Provisions and Article X
hereof.

     (j) The Trustee, 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 to act, 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
Section 860F(a)(2) of the Code, the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code, or except as provided in Section 8.20(a) hereof,
result in the imposition of a tax on "net income from foreclosure property" as
defined in Section 860G(c) of the Code (any of the foregoing, an "ADVERSE REMIC
EVENT")), unless the Trustee has 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 to
have the Trustee, the Master Servicer, the Special Servicer or the Holders of
the Residual Certificates undertake such action.

     (k) In the event that any tax is imposed on the grantor trust or on REMIC
I, REMIC II or REMIC III, 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 REMIC I, REMIC II or REMIC III 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
8.20(a)), 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 Trustee, if such tax arises out of or results from a
breach of any of its obligations under this Article XII; (ii) the Special
Servicer, if such tax arises out of or results from a breach by the Special
Servicer of any of its obligations under Article VIII or this Article XII; (iii)
the Master Servicer, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article VIII or this Article
XII; or (iv) the Trust in all other instances. Any tax permitted to be incurred
by the Special Servicer pursuant to

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Section 8.20(a) shall be charged to and paid by the Master Servicer (at the
direction of 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 Master Servicer (at the direction of the Trustee) out of amounts on
deposit in the Collection Account or, if appropriate, out of collections of
Excess Interest.

     (l) The Trustee 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. The books and records shall 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) None of the Trustee, the Master Servicer or the Special Servicer shall
enter into any arrangement by which any REMIC Pool will receive a fee or other
compensation for services (other than under the circumstances described in, and
subject to the conditions of, Section 8.20(a)).

     (n) In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten (10) days after the Closing Date all information or data that the
Trustee 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
Senior Certificates, Subordinate Certificates and Residual Certificates, as
applicable, and the projected cash flows of the Mortgage Loans. Thereafter, the
Depositor shall provide to the Trustee or its designee, promptly upon request
therefor, any such additional information or data within the Depositor's
possession or knowledge that the Trustee may, from time to time, reasonably
request in order to enable the Trustee to perform its duties as set forth
herein. The Trustee 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
and the grantor trust to Certificateholders as required herein. The Depositor
hereby indemnifies the Trustee, the Fiscal Agent and each REMIC Pool for any
losses, liabilities, damages, claims, expenses (including attorneys' fees) or
assessments against the Trustee, the Fiscal Agent and each REMIC Pool arising
from any errors or miscalculations of the Trustee 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 Trustee (but not resulting from the
methodology employed by the Trustee) on a timely basis and such indemnification
shall survive the termination of this Agreement and the termination or
resignation of the Trustee or Fiscal Agent; provided, however, that to the
extent that any Certificates have been transferred to a Seller under
circumstances in which the fair market value of such Certificates is their issue
price, the Depositor may exclusively rely on the accuracy of a determination of
such fair market value by such Seller in supplying information to the Trustee
pursuant to this Section 12.1(n).

     The Trustee agrees that all such information or data so obtained by it is
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

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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 Trustee and its parent, or (ii) in connection with
enforcing its rights and obligations under this Agreement.

     (o) At all times as may be required by the Code, the Trustee, the Master
Servicer and the Special Servicer each shall, to the extent within its control
and the scope of its duties more specifically set forth herein, maintain the
assets of each REMIC Pool 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, subject to the "de minimis" exception of Treasury
Regulation Section 1.860D-1(b)(3).

     (p) the Holders of the Class R-I, Class R-II and Class R-III Certificates
shall pay when due their pro rata share of any and all federal, state and local
taxes imposed on REMIC I, REMIC II or REMIC III, as applicable, or their
respective assets or transactions, including, without limitation, "prohibited
transaction" taxes, as defined in Section 860F of the Code, any tax on
contributions imposed by Section 860G(d) of the Code, and any tax on "net income
from foreclosure property" as defined in Section 860G(c) of the Code. To the
extent that such taxes are not paid by the Class R-I, Class R-II or Class R-III
Certificateholders, respectively, the Trustee shall pay such remaining REMIC
taxes out of current or future amounts otherwise distributable to the respective
Holder or, if no such amounts are available, out of other amounts held in the
Distribution Account.

     SECTION 12.2 PROHIBITED TRANSACTIONS AND ACTIVITIES. None of the Trustee,
the Master Servicer or the Special Servicer shall, to the extent within its
control, permit the sale, disposition or substitution of any of the Mortgage
Loans (except in a disposition pursuant to (i) the foreclosure, default or
imminent default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any
REMIC Pool, (iii) the termination of the REMIC Pools in a "qualified
liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase
or substitution by any Seller, as contemplated by Article II hereof), nor
acquire any assets for the Trust, except as provided herein, nor sell or dispose
of any investments in the Collection 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 sale, disposition, acquisition, substitution, or acceptance
will not (a) affect adversely the status of any REMIC Pool as a REMIC or of the
REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular
Certificates or the Component Interests of the Class X Certificates, as the case
may be, 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.

                                      185
<PAGE>


     SECTION 12.3 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 the Trustee of its duties
and obligations set forth herein, the Trustee 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 shall
not be liable pursuant to this Section 12.3 to the extent that any such Losses
are attributable to the action or inaction of the Master Servicer, the Special
Servicer, the Depositor or the Holders of such Residual Certificates or to the
extent that any such Losses result from any actions or failures to act taken in
reliance on an Opinion of Counsel or misinformation provided by the Master
Servicer, the Special Servicer, the Depositor or such Holders of the Residual
Certificates. The foregoing shall not be deemed to limit or restrict the rights
and remedies of the Trust or the Certificateholders under any other provision of
this Agreement or now or hereafter otherwise existing at law or in equity. The
Trustee shall be entitled to intervene in any litigation in connection with the
foregoing and to maintain control over its defense.

     SECTION 12.4 MODIFICATIONS OF MORTGAGE LOANS. Notwithstanding anything to
the contrary in this Agreement, neither the Trustee, the Master Servicer nor the
Special Servicer shall permit any modification of any Money Term of a Mortgage
Loan or a Specially Serviced Mortgage Loan unless the Trustee and the Master
Servicer have received a Nondisqualification Opinion or a ruling to the same
effect as a Nondisqualification Opinion 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), provided that no Nondisqualification Opinion shall be required to modify
a Money Term of a Specially Serviced Mortgage Loan that has suffered a payment
default.

                                 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.

     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 correct or

                                      186
<PAGE>

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 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
ensuing under or with respect to this Agreement not inconsistent with the
provisions hereof, or (v) to modify, add to or eliminate the provisions of
Article III relating to transfers of Residual Certificates as provided under
such Article; provided that (x) no such amendment shall adversely affect the
status of any REMIC Pool as a REMIC and (y) no such amendment effected pursuant
to clause (i), (ii) or (iv) of the preceding sentence shall adversely affect in
any material respect the interests of any Holder not consenting thereto. Prior
to entering into any amendment without the consent of Holders pursuant to this
paragraph, the Trustee may require (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) a
Nondisqualification Opinion and an Opinion of Counsel to the effect that such
amendment is permitted under this paragraph. The placement of an "original issue
discount" legend on, or any change required to correct any such legend
previously placed on, a Certificate shall not be deemed an amendment to this
Agreement.

     (b) This Agreement may also be amended from time to time by the parties
hereto with the consent of the Holders of Certificates entitled to not less than
51% of the Voting Rights allocated to all Classes affected by such amendment,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders or the rights and obligations of any party
hereto; 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)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in the immediately
preceding clause (i), without the consent of all the Holders of Certificates of
such Class, or (iii) modify the provisions of this Section 13.3, without the
consent of all the Holders of Certificates. Prior to entering into any amendment
pursuant to this paragraph, the Trustee may require (at the expense of the party
requesting the amendment) a Nondisqualification Opinion and an Opinion of
Counsel to the effect that such amendment is permitted under this paragraph.

     (c) Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each Holder
and the Rating Agencies.

     (d) 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.

     (e) Notwithstanding any other provision of this Agreement, for purposes of
the giving or withholding of consents pursuant to this Section 13.3,
Certificates registered in the name of the Depositor, the Master Servicer, the
Special Servicer or any of their respective

                                      187
<PAGE>

Affiliates shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates.

     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 THE STATE OF NEW YORK, OTHER THAN THE PRINCIPLES SET FORTH IN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF 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, Heller Financial Commercial Mortgage Asset
Corp., 500 West Monroe Street, Chicago, Illinois 60661, Attention: Thomas Bax;
(b) in the case of the Trustee, at the Corporate Trust Office; (c) in the case
of HFCF, 500 West Monroe Street, Chicago, Illinois 60661, Attention: Thomas Bax;
(d) in the case of PMCF, 100 Mulberry Street, Gateway Center 4, 9th Floor,
Newark, New Jersey 07102, Attention: Marty Lanigan; (e) in the case of RFC,
Residential Funding Corporation, 8400 Normandale Lake Blvd., Suite 600,
Minneapolis, Minnesota, Attention: Robert S. Conway; (f) in the case of the
Master Servicer, Midland Loan Services, Inc., 210 West 10th Street, 6th Floor,
Kansas City, Missouri 64105, facsimile number (816) 435-2326, Attention: Chief
Executive Officer; with copies to Morrison & Hecker, L.L.P., 2600 Grand Avenue,
Kansas City. Missouri 64108-4606, facsimile number (816) 474-4208, Attention:
William A. Hirsch, Esq., (g) in the case of the Special Servicer, Orix Real
Estate Capital Markets, LLC, 1717 Main Street, 14th Floor, Dallas, Texas 75201,
facsimile number (214) 237-2034, Attention: Edgar L. Smith, II with a copy to:
Orix Real Estate Capital Markets, LLC, 1717 Main Street, 12th Floor, Dallas,
Texas 75201, facsimile number (214) 237-2040, Attention: Paul Smyth; or as to
each party hereto such other address as may hereafter be furnished by such party
to the other parties hereto in writing. Any notice required or permitted to be
given to a Holder shall be mailed 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, and no
waiver of any right, remedy, power or privilege with respect to any

                                      188
<PAGE>

occurrence shall 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 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.

     SECTION 13.10 SPECIAL NOTICES TO THE RATING AGENCIES.

     (a) The Trustee (or, in the case of the items in clauses (vi) and (vii),
the successor trustee) shall give prompt notice to the Rating Agencies and,
except in the case of clause (viii), the Operating Adviser (or if no Operating
Adviser has been elected, the Majority Certificateholder of the Controlling
Class), of the occurrence of any of the following events of which it has notice
or actual knowledge:

            (i) any amendment to this Agreement pursuant to Section 13.3 hereof;

            (ii) any repurchase or replacement of any Mortgage Loan by a Seller;

            (iii) waiver of a due-on-sale or due-on-encumbrance clause as
   provided in Section 8.6;

            (iv) any resignation or removal of the Master Servicer, the Special
   Servicer or the Fiscal Agent pursuant to this Agreement;

            (v) the appointment of any successor to the Master Servicer, the
   Special Servicer or the Fiscal Agent pursuant to this Agreement;

            (vi) the resignation or removal of the Trustee pursuant to Section
   7.6;

            (vii) the appointment of a successor trustee pursuant to Section
   7.7;

            (viii) the election, resignation or removal of an Operating Adviser
   pursuant to Section 8.32;

            (ix) termination of the Trust pursuant to Article X hereof;

            (x) the final distribution to any Class of Certificateholders; or

            (xi) an Event of Default.

                                      189
<PAGE>


     (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 Moody's, to:

     Moody's Investors Service, Inc.
     99 Church Street
     New York, NY  10007
     Attention:  Structured Finance Commercial Real Estate Monitoring

     If to Fitch IBCA, to:

     Fitch IBCA, Inc.
     One State Street Plaza
     New York, NY 10004
     Attention: Commercial Mortgage Surveillance

     If to any other Rating Agency, at such address as shall be provided in
writing to the Depositor by such Rating Agency.

     (i)    (c) The Master Servicer and the Special Servicer shall each deliver
            to the Trustee, and the Trustee shall deliver to the Rating Agencies
            and the Depositor, copies of all reports prepared by the Master
            Servicer or Special Servicer, as the case may be, pursuant to this
            Agreement and required to be delivered to each other, the Trustee or
            the Certificateholders, together with any other information as
            reasonably requested by the Rating Agencies and the Depositor.

     (ii)   (d) Any notice or other document required to be delivered or mailed
            by the Depositor, the Master Servicer, the Special Servicer or the
            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.

     (iii)  (e) The Trustee, the Master Servicer and the Special Servicer, as
            applicable, shall furnish to each Rating Agency with respect to each
            Mortgage Loan such information as the Rating Agency shall reasonably
            request and which the Trustee, Master Servicer or Special Servicer
            can reasonably provide in accordance with applicable law, the
            related Mortgage Loan documents and without waiving any
            attorney-client privilege relating to such information. The Trustee,
            Master Servicer and Special Servicer, as applicable, may include any
            reasonable disclaimer they deem appropriate with respect to such
            information.

                                      190
<PAGE>


     (f) The parties hereto acknowledge that the Sellers are obligated to pay
the surveillance fees of 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.

     (a) It is the express intent of the parties hereto that the conveyance of
the Mortgage Loans and related 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, such conveyance is held
not to be an absolute sale of the Mortgage Loans or any related property, or the
Mortgage Loans or any related property are for any other reason held to be the
property of the Depositor, then:

            (i) This Agreement shall be deemed to be a security agreement.

            (ii) 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:

               (A) All accounts, contract rights, general intangibles, chattel
     paper, instruments, documents, money, deposit accounts, certificates of
     deposit, goods, letters of credit, advices of credit and uncertificated
     securities consisting of, arising from or relating to any of the property
     described in clauses (1)-(4) below: (1) the Mortgage Loans (including,
     without limitation, the Mortgage Notes, the related Mortgages, the related
     security agreements, and the related title, hazard and other insurance
     policies) identified on the Mortgage Loan Schedule, including all
     Replacement Mortgage Loans, together with all payments and other
     collections with respect thereto after the Cut-off Date (other than Monthly
     Payments of principal and interest due on or before the Cut-off Date) and
     the related Mortgage Files; (2) the Distribution Account and the Collection
     Account, including, without limitation, all funds and investments 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, the REMIC II Regular
     Interests and the Certificates; and (4) the Mortgage Loan Purchase
     Agreements;

               (B) All accounts, contract rights, general intangibles, chattel
     paper, instruments, documents, money, deposit accounts, certificates of
     deposit, goods, letters of credit, advices of credit, uncertificated
     securities, and other rights

                                      191
<PAGE>

     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

               (C) All cash and non-cash proceeds of the collateral described in
     clauses (A) and (B) above.

            (iii) 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 or a Person designated by him or her, for purposes of perfecting
   the security interest pursuant to the Uniform Commercial Code (including,
   without limitation, Sections 9-305, 8-313 or 8-321 thereof) as in force in
   each relevant jurisdiction.

            (iv) 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, financial intermediaries, bailees or agents
   (as applicable) of the Trustee for the purpose of perfecting such security
   interest under applicable law.

     (b) The Depositor and, at the Depositor's direction, the Master Servicer
and the Trustee, at the Depositor's expense, 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 direction and at the expense of the Depositor, all filings
necessary to maintain the effectiveness of any original filings necessary under
the Uniform Commercial Code as in effect in any relevant jurisdiction to perfect
the Trustee's security interest in such property, including, without limitation,
continuation statements. 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.

     (c) The Depositor shall not take any action inconsistent with the Trust's
ownership of the Mortgage Loans.

     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 payable out of the
Collection Account, but only upon direction of the Trustee accompanied by an
Opinion of

                                      192
<PAGE>

Counsel (the cost of which shall be payable out of the Collection Account) to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders of the Trust.



                                      193
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                                             HELLER FINANCIAL COMMERCIAL
                                             MORTGAGE ASSET CORP.,
                                             as Depositor

                                             By:
                                                -------------------------------
                                                Name:
                                                Title:

                                             MIDLAND LOAN SERVICES, INC.,
                                             as Master Servicer

                                             By:
                                                -------------------------------
                                                 Name:
                                                 Title:

                                             ORIX REAL ESTATE CAPITAL MARKETS,
                                             LLC, as Special Servicer

                                             By:
                                                -------------------------------
                                                Name:
                                                Title:

                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee

                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


                                      194
<PAGE>


                                             ABN AMRO BANK N.V.,
                                             as Fiscal Agent

                                             By:
                                                -------------------------------
                                                Name:
                                                Title:

                                             By:
                                                -------------------------------
                                                Name:
                                                Title:



                                      195
<PAGE>

STATE OF MISSOURI  )
                   ) ss.:
COUNTY OF JACKSON  )

     On this ____ day of February, 2000, 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 __________________________ of MIDLAND LOAN
SERVICES, 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 NEW YORK      )
                       ) ss.:
COUNTY OF NEW YORK     )

     On this ____ day of February, 2000, 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 _______________________ of MIDLAND
LOAN SERVICES, INC., and acknowledged to me that such corporation executed the
within instrument pursuant to its bylaws 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 NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )

     On this ____ day of February, 2000, 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 _________________________________
on behalf of LASALLE BANK NATIONAL ASSOCIATION, 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 NEW YORK    )
                     ) ss.:
COUNTY OF NEW YORK   )

     On this ____ day of February, 2000, 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 one of the
persons who executed the within instrument as ______________________________ on
behalf of ________________, and acknowledged to me that such banking 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 NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

     On this ____ day of February, 2000, 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 _________________________________
on behalf of ABN AMRO BANK N.V., 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>

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



                HELLER FINANCIAL COMMERCIAL MORTGAGE ASSET CORP.,
                                  as Depositor,

                                       and

                          MIDLAND LOAN SERVICES, INC.,
                               as Master Servicer,

                                       and

                     ORIX REAL ESTATE CAPITAL MARKETS, LLC,
                              as Special Servicer,

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,

                                       and

                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent



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

                            EXHIBITS AND SCHEDULES TO
                         POOLING AND SERVICING AGREEMENT


                          Dated as of February 1, 2000

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



                       MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2000 PH-1



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


<PAGE>

<TABLE>
<CAPTION>
                                                      EXHIBITS
<S>               <C>                                                                                           <C>
Exhibit A-1       Form of Class A-1 Certificate.................................................................A-1
Exhibit A-2       Form of Class A-2 Certificate.................................................................A-2
Exhibit A-3       Form of Class B Certificate...................................................................A-3
Exhibit A-4       Form of Class C Certificate...................................................................A-4
Exhibit A-5       Form of Class D Certificate...................................................................A-5
Exhibit A-6       Form of Class E Certificate...................................................................A-6
Exhibit A-7       Form of Class F Certificate...................................................................A-7
Exhibit A-8       Form of Class G Certificate...................................................................A-8
Exhibit A-9       Form of Class H Certificate...................................................................A-9
Exhibit A-10      Form of Class J Certificate..................................................................A-10
Exhibit A-11      Form of Class K Certificate..................................................................A-11
Exhibit A-12      Form of Class L Certificate..................................................................A-12
Exhibit A-13      Form of Class M Certificate..................................................................A-13
Exhibit A-14      Form of Class N Certificate..................................................................A-14
Exhibit A-15      Form of Class R-I Certificate................................................................A-15
Exhibit A-16      Form of Class R-II Certificate...............................................................A-16
Exhibit A-17      Form of Class R-III Certificate..............................................................A-17
Exhibit A-18      Form of Class X Certificate..................................................................A-18
Exhibit B-1       Form of Initial Certification of Trustee......................................................B-1
Exhibit B-2       Form of Final Certification of Trustee........................................................B-2
Exhibit C         Form of Request for Release.....................................................................C
Exhibit D-1       Form of Transferor Certificate for Transfers of Definitive Privately Offered
                     Certificates..............................................................................D1-1
Exhibit D-2A      Form I of Transferee Certificate For Transfers of Definitive Privately Offered
                     Certificates..............................................................................D2-1
Exhibit D-2B      Form II of Transferee Certificate for Transfers of Definitive Privately Offered
                     Certificates..............................................................................D2-8
Exhibit D-3A      Form I of Transferee Certificate for Transfers of Interests in Book-Entry
                     Privately Offered Certificates............................................................D3-1
Exhibit D-3B      Form II of Transferee Certificate for Transfers of Interests in Book-Entry
                     Privately Offered Certificates............................................................D3-3
Exhibit E         Form of Transferor Certificate for Transfers of REMIC Residual Certificate......................E
Exhibit F         Form of Transfer Affidavit and Agreement for Transfers of REMIC Residual
                    Certificates..................................................................................F
Exhibit G         Form of Monthly Certificateholder Report........................................................G
Exhibit H-1       Comparative Financial Status Report...........................................................H-1
Exhibit H-2       Delinquent Loan Status Report.................................................................H-2
Exhibit H-3       Historical Loan Modification Report...........................................................H-3
Exhibit H-4       Historical Liquidation Report.................................................................H-4
Exhibit H-5       REO Status Report.............................................................................H-5
Exhibit H-6       Watch List ...................................................................................H-6
Exhibit H-7       Operating Statement Analysis..................................................................H-7
Exhibit H-8       NOI Adjustment Worksheet .....................................................................H-8
Exhibit H-9       CMSA Loan Set Up File ........................................................................H-9
Exhibit H-10      CMSA Loan Periodic Update File ..............................................................H-10
Exhibit H-11      CMSA Property File ..........................................................................H-11
Exhibit J-1       Form of Confidentiality Agreement ...........................................................H-11
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                     SCHEDULES
<S>               <C>                                                                                           <C>
Schedule I        HFCF Loan Schedule..............................................................................I
Schedule II       PMCF Loan Schedule.............................................................................II
Schedule III      RFC Loan Schedule.............................................................................III
Schedule IV       Interest Reserve Loans.........................................................................IV
Schedule V        Letter of Credit Loans..........................................................................V
Schedule VI       Qualifying ARD Loans...........................................................................VI
</TABLE>



<PAGE>



                    EXHIBITS A-1 THROUGH A-18 ARE AVAILABLE,
                         UPON REQUEST, FROM THE TRUSTEE







































                                     A-18-4



<PAGE>


                                   EXHIBIT B-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                February __, 2000

Heller Financial Commercial Mortgage Asset Corp.
500 West Monroe Street
Chicago, Illinois  60661

         Re:   Pooling and Servicing Agreement ("Pooling and Servicing
               Agreement") relating to Heller Financial Commercial Mortgage
               Asset Corp., Mortgage Pass-Through Certificates, Series 2000 PH-1
               -----------------------------------------------------------------

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, (c) based on its examination
and only as to the foregoing documents, the loan number set forth in the
Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the
information contained in such documents, and (d) each Mortgage Note has been
endorsed as provided in clause (i) of the definition of "Mortgage File". 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.

         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.

         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.

                                     LASALLE BANK NATIONAL ASSOCIATION, as
                                     Trustee



                                     By:
                                        ------------------------------
                                        Name:
                                        Title:


                                      B-1-1

<PAGE>



                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE


                                February __, 2000

Heller Financial Commercial Mortgage Asset Corp.
500 West Monroe Street
Chicago, Illinois  60661

         Re:   Pooling and Servicing Agreement ("Pooling and Servicing
               Agreement") relating to Heller Financial Commercial Mortgage
               Asset Corp., Mortgage Pass-Through Certificates, Series 2000 PH-1
               -----------------------------------------------------------------

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 clauses (i), (ii), (iii), (ix), (xii) (to the extent it relates to
the foregoing) and (xiii) are in its possession, (b) documents delivered to it
or a Custodian as part of the related Mortgage File have been reviewed by it or
such Custodian 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 foregoing documents, the street
address of the Mortgaged Property (but not the zip code) and the name of the
Mortgagor 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 as provided in clauses (i) of
the definition of "Mortgage File". 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.


         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.

                                     LASALLE BANK NATIONAL ASSOCIATION, as
                                     Trustee



                                     By:
                                        ------------------------------
                                        Name:
                                        Title:

                                      B-2-1


<PAGE>


                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE

To:      LASALLE BANK NATIONAL ASSOCIATION
         135 S. LaSalle Street
         Suite 1625
         Chicago, Illinois  60603

         Attn:  Asset-Backed Securities
                Trust Services Group -
                Heller Series 2000
                PH-1



                Re:   Heller Financial Commercial Mortgage Asset Corp.,
                      Commercial Morgan Pass-Through Certificates,
                      Series 2000 PH-1

                                Date: [____________, ____, ___]

         In connection with the administration of the Mortgage Loans held by you
as Trustee under the Pooling and Servicing Agreement dated as of February 1,
2000, by and among Heller Financial Commercial Mortgage Asset Corp., as
Depositor, Midland Loan Services, Inc., as Master Servicer, ORIX Real Estate
Capital Markets, LLC, as Special Servicer and LASALLE BANK NATIONAL ASSOCIATION,
as Trustee (the "Pooling and Servicing Agreement"), the undersigned hereby
requests a release of the Mortgage File held by you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

                                    Property 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 Collection 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.)

____3. 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 Mortgage File pursuant to the Pooling and Servicing
         Agreement.)

____4.   The Mortgage Loan is being foreclosed.


                                       C-1

<PAGE>

____5.   Other. (Describe)

         The undersigned acknowledges that the above 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 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:














                                       C-2

<PAGE>


                                   EXHIBIT D-1

             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES

                                     [Date]

To:      LASALLE BANK NATIONAL ASSOCIATION

         135 S. LaSalle Street
         Suite 1625
         Chicago, Illinois  60603

         Attn:  Asset-Backed Securities
                Trust Services Group -
                Heller Series 2000
                PH-1

                Re:  Heller Financial Commercial Mortgage Asset Corp.,
                     Mortgage Pass-Through Certificates, Series 2000 PH-1
                     (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 February __, 2000 (the "Closing Date") of $__________.
The Certificates were issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), to be dated as of February 1, 2000,
among Heller Financial Commercial Mortgage Asset Corp. as depositor (the
"Depositor"), Midland Loan Services, Inc., as master servicer, ORIX Real Estate
Capital Markets, LLC, as special servicer and LASALLE BANK NATIONAL ASSOCIATION,
as trustee. 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 Certificate
     with the full right to transfer such Certificate 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
     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
     transfer, pledge or other disposition 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, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of any Certificate
     under the Securities Act of 1933, as amended (the "Securities Act"), or
     would render the disposition of any Certificate a violation of Section 5 of
     the Securities Act or any state securities laws, or would require
     registration or qualification of any Certificate pursuant to the Securities
     Act or any state securities laws.

                                         Very truly yours,

                                         (Transferor)

                                         By:
                                            ----------------------------------
                                         Name:
                                              --------------------------------
                                         Title:
                                               -------------------------------

                                      D-1-1

<PAGE>



                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                     [Date]

To:      LASALLE BANK NATIONAL ASSOCIATION
         135 S. LaSalle Street
         Suite 1625
         Chicago, Illinois  60603

         Attn:  Asset-Backed Securities
                Trust Services Group -
                Heller Series 2000
                PH-1

                Re:  Heller Financial Commercial Mortgage Asset Corp.,
                     Mortgage Pass-Through Certificates, Series 2000 PH-1
                     (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 Principal Balance or Notional
Amount as of February __, 2000 (the "Closing Date") of $____________ (the
"Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, to be
dated as of February 1, 2000 (the "Pooling and Servicing Agreement"), among
Heller Financial Commercial Mortgage Asset Corp., as depositor (the
"Depositor"), Midland Loan Services, Inc., as master servicer, ORIX Real Estate
Capital Markets, LLC, as special servicer, and LASALLE BANK NATIONAL
ASSOCIATION, as trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to 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
     transfer is being made in reliance on Rule 144A, or (ii) pursuant to
     another exemption from registration under the Securities Act.

                                     D-2-1


<PAGE>


         2. The Transferee has been furnished with all information regarding (a)
     the Transferred Certificates and distributions thereon, (b) the nature,
     performance and servicing of the Mortgage Loans, (c) the Pooling and
     Servicing Agreement, and (d) any credit enhancement mechanism associated
     with the Transferred Certificates, that it has requested.


                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferee)


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------






















                                     D-2-2

<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 mortgage pass-through certificates being transferred (the
"Transferred Certificates") as described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Transferred Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
     144A") because (i) the Transferee owned and/or invested on a discretionary
     basis $______________________(1) in securities (other than the excluded
     securities referred to below) as of the end of the Transferee's most recent
     fiscal year (such amount being calculated in accordance with Rule 144A) and
     (ii) the Transferee satisfies the criteria in the category marked below.

     ____ Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986.

     ____ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any State, U.S. territory or the District of
Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the 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 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

-------------
1     Transferee must own and/or invest on a discretionary basis at least
      $100,000,000 in securities unless Transferee is a dealer, and, in that
      case, Transferee must own and/or invest on a discretionary basis at least
      $10,000,000 in securities.



                                     D-2-3
<PAGE>

which is subject to supervision by the insurance commissioner or a similar
official or agency of a State, U.S. territory or the District of Columbia.

     ____ State or Local Plan. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.

     ____ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.

     ____ Investment Adviser. The Transferee is an investment adviser 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 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 Certificates are relying and will continue to rely on the
     statements made herein because one or more sales to the Transferee may be
     in reliance on Rule 144A.

     ____  ____   Will the Transferee be purchasing the Transferred
      Yes   No    Certificates only for the Transferee's own account?


     6. If the answer to the foregoing question is "No", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by 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


                                     D-2-4
<PAGE>

Transferred Certificates will constitute a reaffirmation of this certification
as of the date of such purchase. In addition, if the Transferee is a bank or
savings and loan as provided above, the Transferee agrees that it will furnish
to such parties any updated annual financial statements that become available on
or before the date of such purchase promptly after they become available.


                                 ---------------------------------------------
                                 Print Name of Transferee



                                 By:
                                     -----------------------------------------
                                     Name
                                         -------------------------------------
                                     Title:
                                           -----------------------------------
                                     Date:
                                          ------------------------------------



















                                     D-2-5

<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 of any member of the
     Transferee's Family of Investment Companies, as the case may be, reports
     its securities holdings in its financial statements on the basis of their
     market value, and no current information with respect to the cost of those
     securities has been published, in which case the securities of such entity
     were valued at market.

     The Transferee owned and/or invested on a discretionary basis $__________
in securities (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).

     The Transferee is part of a Family of Investment Companies which owned in
the aggregate $____________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
     of issuers that are affiliated with the Transferee or are part of the
     Transferee's Family of Investment Companies, (ii) bank deposit notes and
     certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, or owned by the Transferee's Family
     of Investment Companies, the securities referred to in this paragraph were
     excluded.

                                     D-2-6

<PAGE>

         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 by the undersigned, 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:
                                           -----------------------------------
                                     Date:
                                          ------------------------------------

                                 IF AN ADVISER:


                                 ---------------------------------------------
                                 Print Name of Transferee


                                 Date:
                                      ----------------------------------------




                                     D-2-7

<PAGE>


                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                     [Date]

To:  LASALLE BANK NATIONAL ASSOCIATION
     135 S. LaSalle Street
     Suite 1625
     Chicago, Illinois  60603

     Attn:  Asset-Backed Securities
            Trust Services Group -
            Heller Series 2000
            PH-1


            Re: Heller Financial Commercial Mortgage Asset Corp., Mortgage Pass-
                Through Certificates, Series 2000 PH-1 (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 Principal Balance or
Notional Amount as of February __, 2000 (the "Closing Date") of $___________
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, to be
dated as of February 1, 2000 (the "Pooling and Servicing Agreement") among
Heller Financial Commercial Mortgage Asset Corp., as depositor (the
"Depositor"), Midland Loan Services, Inc., as master servicer, ORIX Real Estate
Capital Markets, LLC, as special servicer and LASALLE BANK NATIONAL ASSOCIATION,
as trustee. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to 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 to so 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 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 ___ to the Pooling and Servicing Agreement and a
     certificate from such Certificateholder's prospective transferee
     substantially in the form attached either as Exhibit ___ or as Exhibit ___
     to the Pooling and Servicing Agreement; or (C) an opinion of counsel
     satisfactory to the Trustee with respect to the availability of such
     exemption


                                     D-2-8
<PAGE>

     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 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 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
(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 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 with
     respect to any Certificate, any interest in any Certificate or any other
     similar security by means of general advertising or in any other manner, or
     (e) taken any other action with respect to any Certificate, any interest in
     any 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 Certificate, any interest in any
     Certificate or any other similar security.

         6. The Transferee has been furnished with all information regarding (a)
     the Depositor, (b) the Transferred Certificates and distributions thereon,
     (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, (d) the nature, performance and servicing of the Mortgage Loans,
     and (e) all related matters, that it has requested.


                                     D-2-9
<PAGE>

         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:
                                                 -------------------------------

                                     D-2-10

<PAGE>
                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

     Re: Heller Financial Commercial Mortgage Asset Corp., Mortgage Pass-Through
         Certificates, Series 2000 PH-1 (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 February __, 2000 (the "Closing Date") of
$____________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
February 1, 2000, among Heller Financial Commercial Mortgage Asset Corp., as
depositor (the "Depositor"), Midland Loan Services, Inc., as master servicer,
ORIX Real Estate Capital Markets, LLC, as special servicer and LASALLE BANK
NATIONAL ASSOCIATION, as trustee. 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 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 to so
     register or qualify the Certificates and (c) no interest in the
     Certificates may be sold or transferred unless (i) such Certificates are
     registered pursuant to the Securities Act and registered or qualified
     pursuant to any applicable state securities laws or (ii) such interest 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 satisfactory to the Certificate Registrar 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 each Transferred Certificate will bear
     the following legends:

     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


                                     D-3-1
<PAGE>

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 IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR 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 INVESTMENT MANAGER 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 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 an 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.

         6. The Transferee has been furnished with all information regarding (a)
     the Depositor, (b) the Transferred Certificates and distributions thereon,
     (c) the Pooling and Servicing Agreement and (d) all related matters, that
     it has requested.

         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:
                                                 -------------------------------



                                     D-3-2
<PAGE>

                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

     Re: Heller Financial Commercial Mortgage Asset Corp., Mortgage Pass-Through
         Certificates, Series 2000 PH-1 (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 February __, 2000 (the "Closing
Date") of $________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
February 1, 2000, among Heller Financial Commercial Mortgage Asset Corp. as
depositor (the "Depositor"), Midland Loan Services, Inc., as master servicer,
ORIX Real Estate Capital Markets, LLC, as special servicer and LASALLE BANK
NATIONAL ASSOCIATION, as trustee. 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 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 (i) such Certificates are registered pursuant to the
     Securities Act and registered or qualified pursuant to any applicable state
     securities laws or (ii) such interest 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 satisfactory to the Certificate Registrar 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.

                                     D-3-3
<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 each Transferred Certificate will bear
     the following legends:

     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 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 HEREIN.

         5. The Transferee has been furnished with all information regarding (a)
     the Certificates and distributions thereon, (b) the nature, performance and
     servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement,
     and (d) any credit enhancement mechanism associated with the Transferred
     Certificate, that it has requested.

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferee)


                                        By:
                                           -------------------------------------
                                           Name
                                               ---------------------------------
                                           Title:
                                                 -------------------------------


                                     D-3-4
<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 for the benefit of the Depositor and the Trustee, as
Certificate Registrar, with respect to the 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 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.


                                     D-3-5
<PAGE>

____     Broker-dealer. The Transferee is a dealer registered pursuant to
         Section 15 of the Securities Exchange Act of 1934, as amended.

____     Insurance Company. The Transferee is an insurance company whose primary
         and predominant business activity is the writing of insurance or the
         reinsuring of risks underwritten by insurance companies and which is
         subject to supervision by the insurance commissioner or a similar
         official or agency of a State, U.S. territory or the District of
         Columbia.

____     State or Local Plan. The Transferee is a plan established and
         maintained by a State, its political subdivisions, or any agency or
         instrumentality of the State or its political subdivisions, for the
         benefit of its employees.

____     ERISA Plan. The Transferee is an employee benefit plan within the
         meaning of Title I of the Employee Retirement Income Security Act of
         1974, as amended.

____     Investment Adviser. The Transferee is an investment adviser 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 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.

                                     D-3-6
<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.

     ____  ____  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:
                                      ----------------------------------------


                                     D-3-7
<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 and the Trustee, with
respect to the 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 Company, 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).

                                     D-3-8
<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



                                 By:
                                     -----------------------------------------
                                 Name:
                                      ----------------------------------------
                                 Title:
                                       ---------------------------------------

                                 IF AN ADVISER:


                                 ---------------------------------------------
                                 Print Name of Transferee

                                 Date:
                                      ----------------------------------------


                                     D-3-9
<PAGE>
                                    EXHIBIT E

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                     [Date]

To:  LASALLE BANK NATIONAL ASSOCIATION
     135 S. LaSalle Street
     Suite 1625
     Chicago, Illinois  60603

     Attn: Asset-Backed Securities
           Trust Services Group -
           Heller Series 2000
           PH-1


           Re: Heller Financial Commercial Mortgage Asset Corp., Mortgage Pass-
               Through Certificates, Series 2000 PH-1 (the "Certificates")
               -----------------------------------------------------------------

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
________________ (the "Transferor") to __________________ (the "Transferee") of
[Class R-I] [Class R-II] [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 February 1, 2000 (the "Pooling and
Servicing Agreement"), among Heller Financial Commercial Mortgage Asset Corp.,
as depositor, Midland Loan Services, Inc., as master servicer, ORIX Real Estate
Capital Markets, LLC, as special servicer and LASALLE BANK NATIONAL ASSOCIATION,
as trustee. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

         1. No purpose of the Transferor relating to the transfer of the
     Residual Certificates by the Transferor to the Transferee is or will be to
     impede the assessment or collection of any tax.

         2. The Transferor understands that the Transferee has delivered to you
     a Transfer Affidavit and Agreement in the form attached to the Pooling and
     Servicing Agreement as Exhibit F. 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 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.


                                               Very truly yours,

                                      E-1
<PAGE>

                                        ----------------------------------------
                                        (Transferee)


                                        By:
                                           -------------------------------------
                                           Name
                                               ---------------------------------
                                           Title:
                                                 -------------------------------




                                      E-2

<PAGE>

                                    EXHIBIT F

                    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 Heller Financial Commercial
Mortgage Asset Corp., Mortgage Pass-Through Certificates, Series 2000 PH-1,
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 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 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 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.

     4. 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.)

                                      F-1
<PAGE>

     5. 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.

     6. The Transferee consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Residual Certificate will only be owned, directly
or indirectly, by a Permitted Transferee.

     7. The Transferee's taxpayer identification number is _________________.

     8. The Transferee has reviewed the provisions of Section 3.3(f) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (iv)(A) of Section 3.3(f)
which authorizes the Trustee to deliver payments on the Residual Certificate to
a Person other than the Transferee and clause (iv)(B) of Section 3.3(f) 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(f)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

     9. No purpose of the Transferee relating to its purchase or any sale of the
Residual Certificates is or will be to impede the assessment or collection of
any tax.

     10. 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.

     11. 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 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-l(c)(4)(i) and has
satisfied the requirements of such provision.

     12. 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 includable in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

     IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________ and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ___ day of _______________, 199_.


                                      F-2
<PAGE>


                                                [NAME OF TRANSFEREE]


                                                By:
                                                   -----------------------------
                                                   [Name of Officer]
                                                   [Title of Officer]



---------------------------
[Corporate Seal]

ATTEST:


---------------------------
[Assistant] Secretary


     Personally appeared before me the above-named ____________________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the ___________________________ of the Transferee, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Transferee

     Subscribed and sworn before me this ___ day of __________________, 199_.



                                  -------------------------------------------
                                  NOTARY PUBLIC


                                  COUNTY OF STATE OF
                                                    -------------------------
                                  My Commission expires the
                                                            -----------------
                                  day of _______________, 19___.



                                      F-3
<PAGE>

              EXHIBITS G THROUGH H-11 ARE AVAILABLE, UPON REQUEST,
               FROM THE MASTER SERVICER AND/OR THE SPECIAL SERVCER

















<PAGE>

                                   EXHIBIT J-1

                        FORM OF CONFIDENTIALITY AGREEMENT

                                                        [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services
            Group - Heller, Series 2000 PH-1

Ladies and Gentlemen:

     The undersigned hereby requests the Asset Strategy Report as amended or
restated from time to time (the "Report") in connection with Mortgage Loan
Number (the "Mortgage Loan") as identified in the pooling and servicing
agreement (the "Pooling and Servicing Agreement") dated as of February 1, 2000,
by and among Heller Financial Commercial Mortgage Asset Corp., as depositor,
LaSalle Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal
agent, Midland Loan Services, Inc., as master servicer and ORIX Real Estate
Capital Markets LLC, as special servicer. Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Pooling and Servicing
Agreement.

     The undersigned acknowledges and agrees that disclosing any information
contained in the Report to the related mortgagor, an affiliate thereof or a
person acting on their behalf would interfere with the property rights of the
Trust Fund and the Certificateholders and result in additional losses and costs
thereto. Such disclosure would also thus adversely impact the planning, strategy
and servicing by the Special Servicer of the related Mortgage Loan, Mortgaged
Property or REO Loan in accordance with the Pooling and Servicing Agreement. The
undersigned represents that none of it, or its Representatives is the related
mortgagor, an affiliate thereof or a person acting on their behalf. Realizing
the serious nature of any use or disclosure adverse to the terms herein, the
undersigned hereby agrees to indemnify and hold harmless the Trust Fund, the
Certificateholders and the Special Servicer from any claim or legal action
(whether in law or equity) and any other monetary loss related to the
undersigned's disclosure or use of the information contained in the Asset
Strategy Report inconsistent with the terms of this Agreement.

     The undersigned acknowledges and agrees that it is imperative that the
Report remains confidential. Accordingly, the undersigned agrees that before it
or any of its affiliates, or it or its affiliates' agents, advisors, or
representatives (each, a "Representative") may be given access to the Reports,
the undersigned and each such affiliate and Representative shall agree to be
bound by the terms of this Agreement. The undersigned agrees to be responsible
for any breach of this Agreement by its affiliates or its or their
Representatives.

     To maintain the confidentiality of the Reports, the undersigned and each
individual or entity agreeing to be bound by this Agreement agree:

     (a) Not to use or allow the use for any purpose of the Reports or notes,
         summaries, or other material derived by the undersigned, its
         affiliates, or its or their Representatives from the

                                     J-1-1
<PAGE>

         Report (collectively, "Notes") except to evaluate the Certificates or
         otherwise to determine whether to implement the recommended actions
         outlined in the Report;

     (b) Not to disclose or allow disclosure to others of the Report or Notes
         except to its affiliates or to its or their Representatives, in each
         case to the extent necessary to permit such affiliate or Representative
         to assist the undersigned in making the determinations referred to in
         clause (a) above;

     (c) Not to disclose or allow disclosure to persons other than those
         described in clause (b) above that the Report has been made available
         to the undersigned, that the undersigned, its affiliates, or its or
         their Representatives have inspected the Reports; and

     (d) Not to make or allow to be made copies of the Report except in the form
         of Notes made by the undersigned, its affiliates, or its or their
         Representatives, or as the Trustee may specifically authorize in
         writing.

     You may, upon reasonable belief that the undersigned, or any individual or
entity agreeing to be bound by this Agreement breached this Agreement, elect at
any time to terminate further access by any or all such parties to the Report
and the undersigned agrees that upon any such termination, it will promptly (and
in any case within 7 days of the Trustee's request), return to the Trustee the
Report except Notes and will cause all Notes to be destroyed, and confirm in
writing to the Trustee the fact that all such material has been returned or
destroyed in compliance with the terms of this Agreement. No such termination
will affect the undersigned's obligations hereunder or those of its affiliates
or its or their Representatives, all of which obligations shall continue in
effect.

     This Agreement shall be inoperative as to particular portions of the Report
if such Report (i) becomes generally available to the public other than as a
result of a disclosure by the undersigned, its affiliates, or its or their
Representatives, (ii) was available to the undersigned on a non-confidential
basis prior to its disclosure to the undersigned by the Trustee, (iii) becomes
available to the undersigned on a non-confidential basis from a source other
than the Trustee or its agents, advisors, or representatives when such source is
entitled, to the best of the undersigned's knowledge, to make such disclosure,
or (iv) becomes available to the undersigned as required by local, state, or
federal law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of laws
principles thereof.

     If the undersigned, its affiliates, or its or their Representatives are
requested or required (by oral questions, interrogatories, requests for the
Report, subpoena, civil investigative demand, or similar process) to disclose
the Report or Notes, it is agreed that the undersigned will provide the Trustee
with prompt written notice of such request(s), to the extent practicable, so
that the Trustee may seek an appropriate protective order and/or waive your
compliance with the provisions of this Agreement. If, failing the entry of a
protective order or the receipt of a waiver hereunder, the undersigned, its
affiliates, or its or their Representatives are, in the opinion of the
undersigned's counsel compelled to disclose the Report or Notes under pain of
liability for contempt or other censure or penalty, the undersigned may disclose
only that portion of the Report as is legally required without liability
hereunder, provided that the undersigned agrees to exercise its best efforts to
obtain assurance that confidential treatment will be accorded the Report.

                                     J-1-2
<PAGE>

     This Agreement sets forth the entire agreement between the parties with
respect to the matters described herein and supersedes all prior agreements and
understandings, oral and written, between the parties with respect thereto.



                                      Very truly yours,

                                      [Certificateholder]



                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:



Accepted and agreed to as of the date above written

LASALLE BANK
   NATIONAL ASSOCIATION

By:
   Name:
   Title:




                                     J-1-3
<PAGE>

                                   SCHEDULE I

                               HFCF LOAN SCHEDULE

HELLER FINANCIAL CAPITAL FUNDING, INC.
MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS                                                                                              GROSS     ORIGINAL TERM
 CONTROL     SELLER LOAN                                                                               MORTGAGE   TO MATURITY OR
 NUMBER         NUMBER               PROPERTY NAME              PROPERTY CITY       PROPERTY STATE      RATE          ARD
  <S>             <C>                     <C>                             <C>            <C>            <C>            <C>
------------------------------------------------------------------------------------------------------------------------------------
   2             99086      475 Fifth Avenue                       New York           New York         8.2700%         120
   5             99102      Tannery Office Park                    Milwaukee          Wisconsin        8.0100%         120
   6             98568      Brookwood Square                       Austell            Georgia          7.0200%         120
   10            99154      5000 West Roosevelt                    Chicago            Illinois         8.5200%         120
   11            99006      444 West Ocean Blvd.                   Long Beach         California       7.6400%         120
   12            99038      Las Vegas Chinatown Plaza              Las Vegas          Nevada           8.2000%         120
   24            99012      Yarrow Resort & Conference Center      Park City          Utah             8.5500%         120
   26            99184      Sunset Ridge Shopping Center           San Antonio        Texas            8.2600%         120
   29            97245      Wharfside                              Boca Raton         Florida          8.0900%          84
   30            97277      Paradise Cove                          Malibu             California       8.0300%         132
33.10            99104      American Pacific Prof Park I           San Bernardino     California       8.1300%         120
33.20            99170      American Pacific Prof Park II          San Bernardino     California       8.1300%         120
   35            99182      Sable Tech Center                      Aurora             Colorado         8.1750%          84
   37            99194      Terra Nova Shopping Center             Chula Visa         California       8.3100%         120
   38            99028      Exchange @ Sandy Plains                Marietta           Georgia          7.2100%         120
   39            98112      Timbers Apts.                          Spartanburg        South Carolina   6.2350%         300
   41            99190      Tristar Tech Center                    Irving             Texas            8.1200%         120
   42            98528      The Veranda                            Ponte Vedra Beach  Florida          6.8700%         120
   44            99054      Villages Of Old  Farm                  Houston            Texas            8.0600%         120
   48            99096      Stonington Business Center-Perm        Hoffman Estates    Illinois         7.7600%         120
   50            99008      110 Pine Avenue                        Long Beach         California       7.6900%         120
   51            99050      East Springs Center                    Madison            Wisconsin        8.2200%         120
   56            99020      Broomfield Plaza Shopping Center       Broomfield         Colorado         7.9800%         120
   59            99024      Mission Plaza Shopping Center          Daly City          California       7.9100%         120
   60            99176      Freeway Village Shopping Center        Mesa               Arizona          8.5900%         120
   61            99078      Hermosa Storage Center                 Rancho Cucamonga   California       8.2400%         120
   62            99070      Highgate House Wenatchee               Wenatchee          Washington       8.6000%         120
   64            99094      The Sports Authority (Boca Raton, FL)  Boca Raton         Florida          8.5770%         240
   67            99108      Crystal Lake Shopping Center           Crystal Lake       Illinois         8.0100%         132
68.10            98366      Park Village                           St. Louis Park     Minnesota        7.1100%         120
68.20            98644      Park Vlg Ground                        St. Louis Park     Minnesota        7.1100%         120
   73            99148      Marshalls Building                     Swampscott         Massachusetts    8.1800%         120
75.10            99200      Summit Park MHC                        Saint Peter        Minnesota        8.0270%          84
75.20            99186      Pepin Woods                            Red Wing           Minnesota        8.0270%          84
   77            99110      Will-Store SSF                         Livermore          California       8.1000%         120
   78            98594      Walgreens-Vegas                        Las Vegas          Nevada           6.6840%         239
   79            97500      Westoaks SSF                           Thousand Oaks      California       7.6250%         132
   80            99018      Park Center Office Plaza- IN           Schererville       Indiana          8.3600%         120
   83            99122      Ross & Hillsdale Shopping Center       San Jose           California       8.2200%         120
   84            99072      Highgate House Great Falls             Great Falls        Montana          8.4500%         120
   86            99116      Sundance Office (Citrus Heights, CA)   Citrus Heights     California       8.0800%         120
   88            98480      Dangel Portfolio-Centre                Newton Centre      Massachusetts    6.8700%         120
   90            99144      Good Hope Center                       Milwaukee          Wisconsin        8.2200%         120
   92            99042      Rockwall Town Center                   Rockwall           Texas            8.4700%         120



<CAPTION>

---------------------------------------------------------------------------------------------------------------
MATURITY                                                                      ORIGINAL
DATE OR                                    CUT-OFF DATE      MONTHLY        AMORTIZATION      ADMINISTRATIVE
 ARD        ORIGINAL PRINCIPAL BALANCE       BALANCE         PAYMENT            TERM            COST (BPS)
---------------------------------------------------------------------------------------------------------------
<S>  <C>        <C>                       <C>               <C>                 <C>              <C>
 9/1/09         32,000,000.00             31,919,203.82     240,855.39          360              0.0525%
10/1/09         19,400,000.00             19,360,568.71     142,485.59          360              0.0525%
 9/1/08         17,680,000.00             17,451,203.49     117,863.05          360              0.0525%
11/1/09         13,700,000.00             13,673,470.02     108,202.41          324              0.0525%
 5/1/09         12,750,000.00             12,681,653.02      90,375.30          360              0.0525%
 7/1/09         12,600,000.00             12,556,628.73      94,217.06          360              0.0525%
 7/1/09          9,950,000.00              9,893,661.49      80,455.63          300              0.0525%
11/1/09          9,500,000.00              9,486,109.27      71,437.12          360              0.0525%
12/1/04          8,292,854.84              8,180,385.64      66,009.45          300              0.0525%
 9/1/08          8,250,000.00              8,074,554.83      60,708.20          360              0.0525%
11/1/09          4,250,000.00              4,243,536.06      31,571.01          360              0.0525%
11/1/09          3,750,000.00              3,744,296.53      27,856.77          360              0.0525%
11/1/06          7,400,000.00              7,388,896.61      55,204.04          360              0.0525%
12/1/09          7,344,000.00              7,338,117.71      55,483.10          360              0.0525%
 8/1/09          7,100,000.00              7,071,750.28      48,242.04          360              0.0525%
10/1/23          7,100,000.00              6,943,813.25      46,776.11          300              0.0525%
12/1/09          6,900,000.00              6,894,055.65      51,208.15          360              0.0525%
 7/1/09          6,650,000.00              6,616,616.64      43,663.55          360              0.0525%
 9/1/09          6,600,000.00              6,582,296.12      48,704.81          360              0.0525%
 8/1/09          6,200,000.00              6,178,785.78      44,460.41          360              0.0525%
 5/1/09          5,950,000.00              5,918,547.01      42,380.10          360              0.0525%
 7/1/09          5,825,000.00              5,805,074.21      43,638.49          360              0.0525%
 7/1/09          5,250,000.00              5,224,406.85      39,325.91          330              0.0525%
 8/1/09          5,125,000.00              5,108,202.76      37,284.39          360              0.0525%
10/1/09          5,100,000.00              5,091,420.75      39,540.35          360              0.0525%
 7/1/09          5,000,000.00              4,983,003.11      37,528.19          360              0.0525%
 9/1/09          4,875,000.00              4,863,848.37      37,830.57          360              0.0525%
 9/1/19          4,850,000.00              4,829,956.96      39,305.50          300              0.0525%
 9/1/10          4,700,000.00              4,687,212.83      34,519.71          360              0.0525%
 8/1/08          3,900,000.00              3,847,970.41      26,235.55          360              0.0525%
 8/1/08            850,000.00                838,660.33       5,718.00          360              0.0525%
11/1/09          4,350,000.00              4,343,482.86      32,466.28          360              0.0525%
12/1/06          2,158,000.00              2,158,000.00      15,875.28          360              0.0525%
12/1/06          1,992,000.00              1,992,000.00      14,654.10          360              0.0525%
 9/1/09          3,950,000.00              3,939,524.58      29,259.53          360              0.0525%
 8/1/18          4,000,000.00              3,858,162.24      30,257.81          240              0.0525%
12/1/08          3,843,625.26              3,798,760.82      29,266.15          300              0.0525%
 7/1/09          3,800,000.00              3,787,564.34      28,842.52          360              0.0525%
10/1/09          3,600,000.00              3,593,152.34      26,969.71          360              0.0525%
 9/1/09          3,600,000.00              3,591,381.99      27,553.42          360              0.0525%
10/1/09          3,350,000.00              3,343,338.16      24,768.20          360              0.0525%
 8/1/08          3,260,439.00              3,216,755.12      21,407.87          360              0.0525%
12/1/09          3,175,000.00              3,172,366.56      23,785.79          360              0.0525%
 7/1/09          3,075,000.00              3,065,288.30      23,578.74          360              0.0525%

<PAGE>


  94             99142      Sport Shoe Shopping Center             Buford             Georgia          8.4700%         240
  95             98394      Kahana Gateway                         Kahana, Maui       Hawaii           6.7600%         120
  97             99188      Summit Square S.C.                     Westminster        Colorado         8.2700%         120
  100            98558      Office Depot-Corpus Christi            Corpus Christi     Texas            7.3100%         120
  106            99082      Meadowbrook Gardens Apartments         Fort Worth         Texas            7.9000%          84
  107            99080      Meadows Apartments                     Lancaster          Texas            7.8500%          60
  108            97677      A-American Reno                        Reno               Nevada           7.1600%         132
  110            99146      The Trails At Northpointe              Jackson            Mississippi      8.0900%         120
  115            97367      Lock-N-Key                             Garland            Texas            7.7700%         132
  118            99076      Whispering Pines Apartments            Holt               Michigan         7.9200%         120
  122            97449      Quiet Acres MHP                        Sellersville       Pennsylvania     7.3100%         120
  124            99164      Pier 1 - San Jose, CA                  San Jose           California       8.2100%         120
  128            98142      Office Max                             Kannapolis         North Carolina   7.2100%         120
  130            97266      Money Saver SSF                        Olympia            Washington       8.0490%         132
  132            98438      Riverbend Apts.                        Kenmore            Washington       5.9600%         120
  133            97273      Laporte Village                        La Porte           Indiana          8.2400%         132
  135            98578      Office Depot-New Braunfels             New Braunfels      Texas            7.3100%         120
  137            99026      Hyde Park Self Storage                 Boston             Massachusetts    8.4800%         120
  138            99074      Officemax - Killeen, TX                Killeen            Texas            8.1100%         120
  144            99118      306 Walnut                             San Diego          California       8.1500%         120
  148            99092      Salem Self Storage South               Salem              Oregon           8.5500%         120
  151            99166      Pier 1 - Arlington, TX                 Arlington          Texas            8.2100%         120
  152            98330      Alpine View                            Alpine             California       7.1000%         120
  155            99136      Barratt-Ritchie Block                  San Francisco      California       8.3100%         120
  158            99168      Pier 1 - Silverdale, WA                Silverdale         Washington       8.1800%         120
  160            99046      Pleasantville MHC                      Monroe             Michigan         8.0500%         120
  165            99134      Rainbow Village Automotive Center      Las Vegas          Nevada           8.7700%         120
  167            99044      Coachville                             Ypsilanti          Michigan         8.1800%         120
  169            99158      Drug Emporium                          Hurst              Texas            8.5300%         120
  170            99162      Pier 1 - Jensen Beach, FL              Jensen Beach       Florida          8.2100%         120
  173            99048      Mohawk Mobile Home Park                Westland           Michigan         8.1800%         120
  175            98580      Copperfield                            Columbia           South Carolina   6.4000%         120
  186            98518      Kinko/Souper Salad                     Pueblo             Colorado         7.7900%         120
  188            99156      Evergreen Villa MHC                    Stevens Point      Wisconsin        7.9660%          84
  194            99124      American Self Storage - Paso Robles    Paso Robles        California       8.2900%         120
  197            97362      Lott-A-Storage                         Collierville       Tennessee        8.3600%         132
  198            99084      Galen Court Apartments                 Thornton           Colorado         8.2900%         120
  202            99062      Blockbuster Video - Richmond           Richmond           Virginia         8.4700%         132
  204            99160      Dickinson Fiesta MHC                   Dickinson          Texas            8.3600%         120
  205            99002      Complete Self Storage                  Terrell            Texas            8.4100%         120
  208            99090      Drakes Creek Shopping Center           Hendersonville     Tennessee        8.4100%         120
  209            99010      Harbor Lakes SSF                       Goose Creek        South Carolina   9.4300%         120
  210            99040      Cherry Star Apartments                 Tucson             Arizona          8.3500%         120
  213            98764      3209 10th Street                       Greeley            Colorado         9.1200%         120
  224            99004      Rocky Falls Apartments                 Richmond           Texas            8.5300%         120
                 -----
                   89
                 =====
</TABLE>



<TABLE>
<CAPTION>
 <S>       <C>            <C>               <C>          <C>    <C>
 10/1/19     2,850,000.00    2,845,006.28   21,853.47    360    0.0525%
  8/1/08     2,880,000.00    2,838,298.39   18,698.77    360    0.0525%
 12/1/09     2,800,000.00    2,797,722.00   21,074.85    360    0.0525%
  4/1/09     2,732,000.00    2,713,749.31   18,748.37    360    0.0525%
  8/1/06     2,650,000.00    2,641,289.40   19,260.34    360    0.0525%
  8/1/04     2,650,000.00    2,641,162.85   19,168.37    360    0.0525%
  2/1/09     2,661,979.23    2,625,888.90   19,401.55    300    0.0525%
 11/1/09     2,525,000.00    2,521,113.42   18,686.22    360    0.0525%
 10/1/08     2,464,505.00    2,429,388.25   18,995.81    300    0.0525%
  8/1/09     2,325,000.00    2,317,401.86   16,930.54    360    0.0525%
  3/1/08     2,250,000.00    2,208,771.05   15,596.24    360    0.0525%
 10/1/09     2,075,000.00    2,071,040.39   15,530.47    360    0.0525%
 11/1/08     2,050,000.00    2,014,634.31   14,764.75    300    0.0525%
  9/1/08     2,025,826.67    1,990,491.83   15,963.33    300    0.0525%
 10/1/08     2,000,000.00    1,969,387.58   11,939.63    360    0.0525%
  9/1/08     2,000,000.00    1,957,632.26   15,011.27    360    0.0525%
  4/1/09     1,900,000.00    1,887,307.37   13,038.76    360    0.0525%
  7/1/09     1,800,000.00    1,789,648.64   14,469.84    300    0.0525%
  7/1/09     1,790,000.00    1,783,664.50   13,271.91    360    0.0525%
 10/1/09     1,615,000.00    1,611,858.60   12,019.61    360    0.0525%
  9/1/09     1,500,000.00    1,493,765.55   12,128.99    300    0.0525%
 10/1/09     1,473,000.00    1,470,189.16   11,024.76    360    0.0525%
  8/1/08     1,500,000.00    1,468,245.75   10,697.57    300    0.0525%
 11/1/09     1,400,000.00    1,396,420.06   11,094.49    300    0.0525%
 10/1/09     1,360,000.00    1,357,379.76   10,150.38    360    0.0525%
  9/1/09     1,350,000.00    1,343,776.21   10,464.27    300    0.0525%
 12/1/09     1,250,000.00    1,249,173.52    9,851.62    360    0.0525%
  9/1/09     1,250,000.00    1,244,388.13    9,797.23    300    0.0525%
 10/1/09     1,200,000.00    1,197,939.56    9,252.49    360    0.0525%
 10/1/09     1,200,000.00    1,197,710.11    8,981.48    360    0.0525%
  9/1/09     1,200,000.00    1,194,612.61    9.405.34    300    0.0525%
  9/1/08     1,200,000.00    1,183,330.01    7,506.07    360    0.0525%
  3/1/09     1,076,250.00    1,069,363.09    7,740.16    360    0.0525%
  9/1/06     1,050,000.00    1,050,000.00    7,679.66    360    0.0525%
 10/1/09     1,000,000.00      996,642.80    7,911.25    300    0.0525%
 10/1/08     1,025,000.00      994,270.37    8,237.08    300    0.0525%
  8/1/09       990,000.00      984,862.82    7,832.14    300    0.0525%
  7/1/10       960,000.00      956,968.06    7,361.17    360    0.0525%
 11/1/09       945,000.00      943,660.19    7,172.68    360    0.0525%
  3/1/09       937,500.00      928,573.19    7,492.23    300    0.0525%
 10/1/09       900,000.00      898,391.11    6,862.90    360    0.0525%
  9/1/09       850,000.00      847,090.20    7,385.10    300    0.0525%
  7/1/09       840,000.00      835,029.48    6,679.21    300    0.0525%
  6/1/09       715,000.00      710,787.80    6,059.12    300    0.0525%
  6/1/09       425,000.00      422,151.75    3,430.81    300    0.0525%
           -------------- ---------------
           376,636,980.00  374,427,863.00
           ============== ===============
</TABLE>

                                     Sch I-1
<PAGE>

                                   SCHEDULE II

                               PMCF LOAN SCHEDULE

          PRUDENTIAL MORTGAGE CAPITAL COMPANY MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
 CONTROL       LOAN
NUMBER        NUMBER                 PROPERTY NAME                 PROPERTY CITY     PROPERTY STATE
---------  ------------ --------------------------------------  ------------------- --------------
<S>        <C>          <C>                                    <C>                  <C>
     1        6103551   The Barlow Building                     Chevy Chase         Maryland
     3        6102892   Valencia Marketplace, Community Center  Valencia            California
     4        6103689   Colonial Grand At River Hills           Temple Terrace      Florida
     7        6103693   Colonial Grand At Mountain Brook        Birmingham          Alabama
    9.0      CANDLEWOOD CANDLEWOOD SUITES                       VARIOUS             VARIOUS
    9.1       6103494   Candlewood Suites                       Pleasanton          California
    9.2       6103493   Candlewood Suites                       Hillsboro           Oregon
    13        6103624   Collegetown Center                      Ithaca              New York
    15        6103739   Bristle Pointe Apartments               Reno                Nevada
    16        6103481   Northwest Square Shopping Center        Columbus            Ohio
    17        6102986   Lakeside Village Apartments             Fort Mitchell       Kentucky
    18        6103688   Colonial Village At Stockbridge         Stockbridge         Georgia
    20        6103604   Crossings At Halls Ferry                Ferguson            Missouri
    22        6103699   Key Bank Building                       Akron               Ohio
    23        6103809   Westmoreland Building                   Bethesda            Maryland
    25        6103480   Big Kmart                               Geneva              Illinois
    28        6103690   Colonial Grand At Ponte Vedra           Ponte Vedra Beach   Florida
    31        6103483   Magnolia Square Shopping Center         San Ramon           California
    32        6103548   River Mill Apartments                   Athens              Georgia
    34        6103518   Crystal Tree Centre                     North Palm Beach    Florida
    36        6103680   Westwood Business Park                  Farmers Branch      Texas
    40        6103797   10Th And South Street                   Philadelphia        Pennsylvania
    43        6103721   Best Buy                                Pinole              California
    45        6103692   Colonial Grand At Barrington Club       Macon               Georgia
    46        6103611   Davis Commons Shopping Center           Davis               California
    49        6103812   6100 Rockside Woods                     Independence        Ohio
    54        6103691   Colonial Village At Cahaba Heights      Birmingham          Alabama
    55        6103490   Cincinnati Marketplace                  Cincinnati          Ohio
    57        6103661   Centre 71 And Centre 71 Annex           Tulsa               Oklahoma
    58        6103777   Mission Centre                          Houston             Texas
    63        6103771   B & A Self Storage                      Los Angeles         California
    65        6103538   Ewell Station Shopping Center           Williamsburg        Virginia
   69.0        LODGE    VARIOUS                                 VARIOUS             ARIZONA
   69.1       6103683   Comfort Inn - Bell Road                 Phoenix             Arizona
   69.2       6103682   Econo Lodge                             Tolleson            Arizona
    74        6103740   Sunset Square Shopping Center           Hillsboro           Oregon
    81        6103684   Comfort Inn - Black Canyon              Phoenix             Arizona
    85        6103503   Load King Manufacturing Company         Jacksonville        Florida
    89        6103653   Shadyside Inn Apartments                Pittsburgh          Pennsylvania
    93        6103698   Vancouver Warehouse                     Vancouver           Washington
    96        6103708   Level 3 Communications Building         Eatonville          Florida
    98        6103567   Harvard Park Townhomes                  Boulder             Colorado
    99        6103649   Cedarwood Apartments                    Jackson             Tennessee
    101       6103632   190 East Maple Road                     Troy                Michigan
    102       6103778   Olympic Center                          Anchorage           Alaska
    111       6103793   Kao Manassas Airport Building           Manassas            Virginia
    113       6103734   Rimrock Apartments                      La Mesa             California
    116       6103606   Perrysburg Marketplace                  Perrysburg Township Ohio
    123       6103687   607 Market Street                       San Francisco       California
    125       6103491   Sandpiper Apartments                    Toledo              Ohio
    126       6103735   Redlands Apartments                     Redlands            California
    127       6103776   Shoppes Of Baymeadows                   Jacksonville        Florida
    129       6103685   Stater Plaza                            Hemet               California
    136       6103775   Olde Kingston Towne II                  Knoxville           Tennessee
    143       6103810   Forest Ridge Apartments                 Augusta             Georgia
    149       6103486   Shurgard Of Greenwood                   Bowling Green       Kentucky
    162       6103487   Worthington Apartments                  West Palm Beach     Florida
    168       6103803   Desoto Plaza Shopping Center            Arcadia             Florida
    193       6103427   Spring Glade Apartments                 Tampa               Florida
    221       6103426   Bear Creek Apartments, Phase I          Bartow              Florida
</TABLE>


<TABLE>
<CAPTION>
   ORIGINAL                                                      ORIGINAL     ORIGINAL TERM
   PRINCIPAL    CUT-OFF DATE   GROSS MORTGAGE  MONTHLY DEBT    AMORTIZATION  TO MATURITY OR
    BALANCE        BALANCE          RATE          SERVICE          TERM            ARD
-------------  -------------- --------------  -------------- --------------  --------------
<S>            <C>            <C>            <C>             <C>             <C>
 $37,000,000     $36,903,955       8.1700%      $275,890.49        360             144
  29,800,000      29,531,443       7.2400%       204,449.44        360             180
  25,900,000      25,900,000       7.6000%       186,375.45        336             120
  16,300,000      16,300,000       7.6000%       117,294.20        336             120
  15,631,000      15,551,494       9.0200%       131,388.93        300             120
   9,531,000       9,482,521       9.0200%        80,114.38        300             120
   6,100,000       6,068,973       9.0200%        51,274.55        300             120
  11,775,000      11,751,285       7.9200%        87,287.49        336              60
  11,500,000      11,490,093       8.1200%        85,346.92        360             120
  11,268,750      11,213,347       7.5700%        79,333.58        360             120
  11,220,000      11,198,286       7.2800%        76,768.62        360             120
  10,300,000      10,300,000       7.6000%        74,118.42        336             120
  10,140,000      10,140,000       8.0900%        75,651.99        336             120
  10,050,000      10,046,285       8.5000%        77,275.81        360             120
  10,000,000      10,000,000       8.0600%        73,795.16        360             120
   9,906,000       9,861,531       7.9000%        71,997.34        292             120
   9,100,000       9,100,000       7.6000%        65,483.27        336             120
   8,062,500       8,022,860       7.5700%        56,761.13        360             120
   8,000,000       8,000,000       7.7600%        57,368.27        360             132
   7,400,000       7,400,000       7.8200%        54,627.97        330             120
   7,350,000       7,341,422       8.1900%        56,109.70        330             120
   6,930,000       6,927,491       8.5500%        53,531.47        360             120
   6,600,000       6,589,902       8.1100%        48,935.52        360             180
   6,550,000       6,550,000       7.6000%        47,133.56        336             120
   6,500,000       6,480,939       7.7400%        46,521.89        360             120
   5,950,000       5,947,635       8.3200%        44,993.50        360             120
   5,465,000       5,465,000       7.6000%        39,325.94        336             120
   5,300,000       5,276,275       7.9100%        38,557.51        360             120
   5,200,000       5,188,967       7.8700%        37,685.56        360             120
   5,125,000       5,117,437       8.2300%        38,430.38        360             120
   4,850,000       4,843,118       8.6400%        39,512.14        300             180
   4,835,000       4,819,609       8.0100%        35,511.23        360             120
   4,696,000       4,671,475       VARIOUS        42,532.51        240             120
   2,677,000       2,662,923       9.0500%        24,171.81        240             120
   2,019,000       2,008,552       9.1500%        18,360.70        240             120
   4,250,000       4,243,555       8.1400%        31,600.77        360             120
   3,698,000       3,678,553       9.0500%        33,390.87        240             120
   3,590,000       3,543,536       8.7800%        35,943.84        180             180
   3,200,000       3,186,609       8.9500%        27,771.96        264             120
   2,859,000       2,857,855       8.3000%        21,579.29        360             120
   2,845,000       2,837,957       8.4600%        22,832.07        300             120
   2,750,000       2,742,067       7.8000%        19,796.44        360             120
   2,720,000       2,716,096       8.3200%        20,568.46        360             120
   2,690,000       2,688,993       8.4700%        20,626.61        360             120
   2,670,000       2,670,000       8.8000%        22,908.70        264             120
   2,500,000       2,498,722       8.6000%        19,791.85        330             120
   2,485,000       2,481,175       8.0900%        18,390.20        360             120
   2,330,000       2,329,202       8.6800%        18,213.76        360             120
   2,200,000       2,195,835       8.3800%        17.081.97        330             120
   2,075,000       2,068,680       7.6000%        14,651.05        360             120
   2,047,000       2,043,849       8.0900%        15,148.79        360             120
   2,035,000       2,033,364       8.3000%        15,359.87        360             120
   2,000,000       1,994,103       7.7200%        14,286.81        360             120
   1,800,000       1,797,305       8.4300%        14,409.28        300             120
   1,690,000       1,689,320       8.2900%        12,743.96        360             120
   1,500,000       1,490,371       7.9700%        11,547.45        300             120
   1,300,000       1,295,636       8.2800%         9,793.90        360             120
   1,200,000       1,198,303       8.2600%        10,232.32        240             180
   1,000,000         997,004       8.6300%         7,781.48        360             120
     503,000         501,860       8.6300%         3,914.07        360             120

</TABLE>

                                    Sch II-1
<PAGE>

                                  SCHEDULE III

                                RFC LOAN SCHEDULE

            RESIDENTIAL FUNDING CORPORATION MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>

CONTROL      LOAN
NUMBER       NUMBER                 PROPERTY NAME                    PROPERTY CITY            PROPERTY STATE
---------  ---------- ---------------------------------------  -------------------------  --------------------
<S>        <C>        <C>                                     <C>                         <C>
     8      99-5-001  Montara Properties                       Topeka                     Kansas
    14      99-5-002  Lawndale Plaza                           Philadelphia               Pennsylvania
    19      99-5-093  United Copper Industries, Inc.           Denton                     Texas
    21      99-5-003  Central Avenue                           Cicero                     Illinois
    27      99-5-004  Nalc Office Building                     Ashburn                    Virginia
    47      99-5-006  Compo I Shopping Center                  Westport                   Connecticut
    52      99-5-007  Diplomatic Towers                        Daytona Beach              Florida
    53      99-5-008  Tuckernuck Square Shopping Center        Richmond                   Virginia
    66      99-5-009  Emory Village Shopping Center            Atlanta                    Georgia
    70      99-5-010  Gainesville Mall                         Gainesville                Florida
    71      99-5-011  Moore Court Apartments                   Grayslake                  Illinois
    72      99-5-097  Regal Cinema                             Upper Providence Township  Pennsylvania
    76      99-5-012  Rocky Point Apartments                   Gainesville                Florida
    82      99-5-099  Pfeifley Building                        Littleton                  Colorado
    87      99-5-100  Fithian Building                         Santa Barbara              California
    91      99-5-102  South Elm Plaza                          Greensboro                 North Carolina
    103     99-5-103  Ballygar Apartments                      Clarksville                Tennessee
    104     99-5-018  Officemax                                Middletown                 Rhode Island
    105     99-5-019  Topanga Lassen Plaza                     Chatsworth                 California
    109     99-5-020  Chadwick Corners Shopping Center         Hendersonville             North Carolina
    112     99-5-021  Professional 75th, Inc.                  New York                   New York
    114     99-5-022  Bradford Village Shopping Center         Santee                     South Carolina
    117     99-5-023  Park Square Apartments                   Washington                 District of Columbia
    119     99-5-024  Guerrero Village Retail & Office Center  Rio Rancho                 New Mexico
    120     99-5-105  Pets Mart Inc.                           Grand Junction             Colorado
    121     99-5-025  Highland Park Village                    Middletown                 New York
    131     99-5-050  The Laurestelle                          New York                   New York
    134     99-5-107  Subzi Mandi Plaza                        Iselin                     New Jersey
    139     99-5-051  Elmwood Gardens Apartments               Coatesville                Pennsylvania
    140     99-5-030  Shreveport Shopping Center               Shreveport                 Louisiana
    141     99-5-109  2011 Lemoine Avenue                      Fort Lee                   New Jersey
    142     99-5-031  Walnut-Chestnut Apartments               Chester                    Pennsylvania
    145     99-5-087  Shopko Plaza                             Manitowoc                  Wisconsin
    146     99-5-032  CVS Drug Store                           Parkersburg                West Virginia
    147     99-5-033  Pomerado Auto Center                     Poway                      California
    150     99-5-053  165-171 Meserole Street Apartments       Brooklyn                   New York
    153     99-5-054  Peppermill                               Arlington                  Texas
    154     99-5-035  Midway Plaza                             East Lyme                  Connecticut
    156     99-5-036  Camden Court Apartments                  Houston                    Texas
    157     99-5-110  Penn Plaza Shopping Center               Wilkes-Barre               Pennsylvania
    159     99-5-038  Polar Heated Storage                     Anchorage                  Alaska
    161     99-5-039  Lock It Up                               Layton                     Utah
    163     99-5-056  Eastbank Quads                           Phoenix                    Arizona
    164     99-5-111  South Bay Apartments                     Tampa                      Florida
    166     99-5-034  Northside III                            Chicago                    Illinois
    171     99-5-057  Meadow Chase                             Bay City                   Texas
    172     99-5-041  Sunny Knoll Apartments                   Seymour                    Connecticut
    174     99-5-058  Magnolia Apartments                      Chattanooga                Tennessee
    176     99-5-042  Hudson Valley Apartments                 Wallkill                   New York
    177     99-5-059  Creekside Plaza I & II                   Harlingen                  Texas
    178     99-5-040  University Plaza Apartments              St. Louis                  Missouri
    179     99-5-060  Guardian Self Storage                    Dallas                     Texas
    180     99-5-088  Bradshaw Corners                         Sacramento                 California
    181     99-5-089  West Point Lake Shopping Center          Cumming                    Georgia
    182     99-5-043  Security U Stor-It                       Fort Pierce                Florida
    183     99-5-061  Street Of Shoppes                        Rochester                  New York
    184     99-5-063  Verona Apartments                        Philadelphia               Pennsylvania
    185     99-5-062  Almeda Self Storage                      Houston                    Texas
    187     99-5-064  Quail Lane Apartments                    Bountiful                  Utah
    189     99-5-065  490 South Broadway                       Yonkers                    New York
    190     99-5-113  5850 Championship View                   Colorado Springs           Colorado
    191     99-5-066  Windjammer Apartments                    Garland                    Texas
    192     99-5-090  St. Joseph Dialysis Clinic               Houston                    Texas
    195     99-5-069  Lakewood Store & Lock                    Lakewood                   New Jersey
    196     99-5-044  Rite Aid Shopping Center-St. Clair       St. Clair Shores           Michigan
    199     99-5-112  Arbor Village Apartments                 Anderson                   Indiana
    200     99-5-070  Montrose Apartments                      Houston                    Texas
    201     99-5-114  Thornton & Zilker Apartments             Austin                     Texas
    203     99-5-071  Woodland Park Village MHP                Sheridan                   Wyoming
    206     99-5-046  1870-90 S. Western Ave.                  Los Angeles                California
    207     99-5-072  Scofield Apartments                      East Palo Alto             California
    211     99-5-074  Parish Place Apartments                  Biddeford                  Maine
    212     99-5-075  Dependable Mini Storage                  Fort Worth                 Texas
    214     99-5-076  Briar Palms                              League City                Texas
    215     99-5-078  Greenville Self-Storage                  Greenville                 Texas
    216     99-5-115  Tiny Tim Plaza                           Santa Anna                 California
    217     99-5-116  Sandy Plains Junction                    Marietta                   Georgia
    218     99-5-079  Majestic Meadows MHP                     Jerome                     Idaho
    219     99-5-117  Vineland & Gables Apartments             Fayetteville               North Carolina
    220     99-5-118  Southern Garden Apartments               West Columbia              Texas
    222     99-5-080  Ancient Oaks Apartments                  Austin                     Texas
    223     99-5-082  Wishing Well Apartments                  Atlanta                    Georgia
    225     99-5-119  Morrison Apartments                      North Miami Beach          Florida
    226     99-5-083  821 Mclean Ave                           Yonkers                    New York
    227     99-5-084  Commercial Parkwest                      Harlingen                  Texas
    228     99-5-085  Chaffin Arms                             Houston                    Texas
    229     99-5-120  Bingham Apartments                       Toltec                     Arizona
    230     99-5-086  64 N 7th Street                          Brooklyn                   New York
</TABLE>

<TABLE>
<CAPTION>
   ORIGINAL                                                     ORIGINAL     ORIGINAL TERM
  PRINCIPAL    CUT-OFF DATE   GROSS MORTGAGE  MONTHLY DEBT    AMORTIZATION  TO MATURITY OR
   BALANCE        BALANCE          RATE          SERVICE          TERM            ARD
------------  -------------- --------------  -------------- --------------  --------------
<S>           <C>            <C>            <C>             <C>             <C>
 15,750,000     15,738,191        8.4100%      125,869.45         300             120
 11,600,000     11,541,103        7.4500%       80,712.10         360             120
 10,300,000     10,291,847        8.3400%       78,033.11         360             120
 10,100,000     10,085,990        8.4300%       77,159.76         360             120
  9,339,260      9,321,284        8.1830%       69,723.33         360             120
  6,500,000      6,458,143        7.9550%       49,974.44         300             120
  5,692,000      5,683,160        8.0600%       42,004.20         360             120
  5,600,000      5,581,459        7.8750%       40,603.89         360             120
  4,762,000      4,736,898        7.7000%       33,951.16         360             120
  4,636,000      4,624,363        8.2900%       34,959.17         360             120
  4,475,000      4,460,120        8.3100%       33,808.13         360              60
  4,351,000      4,349,509        8.6800%       34,012.04         360             120
  4,000,000      3,989,033        7.9800%       30,819.67         300             120
  3,600,000      3,597,003        8.2100%       26,944.43         360             120
  3,286,000      3,284,725        8.3800%       24,987.57         360             120
  3,150,000      3,147,296        8.1300%       23,399.69         360             120
  2,670,100      2,665,167        8.3100%       20,172.31         360             120
  2,650,000      2,643,445        8.3400%       20,076.48         360             120
  2,650,000      2,642,029        8.2000%       19,815.49         360             120
  2,560,000      2,550,630        8.0000%       18,784.37         360             120
  2,500,000      2,495,847        7.8300%       18,048.71         360             120
  2,450,000      2,441,033        8.0000%       17,977.23         360             120
  2,325,000      2,319,685        7.6200%       16,448.21         360             120
  2,300,000      2,292,593        8.4100%       17,538.52         360             120
  2,245,000      2,244,065        8.2000%       16,787.09         360             120
  2,240,000      2,236,685        8.2200%       16,781.15         360             120
  2,025,000      1,981,397        7.6250%       15,129.61         300             120
  1,900,000      1,898,780        9.0000%       15,944.73         300             120
  1,749,600      1,741,937        8.3000%       13,853.23         300             120
  1,725,000      1,721,623        8.1300%       12,814.12         360             120
  1,700,000      1,696,052        8.7500%       13,976.44         300             120
  1,700,000      1,690,624        8.0000%       13,120.88         300             120
  1,600,000      1,593,050        8.3400%       12,711.58         300             120
  1,539,000      1,533,689        7.7300%       11,004.32         360             120
  1,536,000      1,532,279        8.4100%       11,712.68         360             120
  1,520,000      1,490,058        7.5000%       11,232.67         300             120
  1,460,000      1,453,777        8.4300%       11,687.52         300             120
  1,450,000      1,441,808        8.5600%       11,734.48         300             120
  1,400,000      1,396,040        8.4000%       10,665.73         360             120
  1,375,000      1,373,128        8.4900%       10,562.82         360             120
  1,363,000      1,349,759        8.8200%       12,105.92         240             240
  1,338,000      1,331,291        8.4500%       10,728.89         300             120
  1,303,000      1,295,357        8.3900%       10,395.70         300             120
  1,290,000      1,286,848        8.5200%       10,404.82         300             120
  1,250,000      1,248,222        8.3500%        9,478.85         360             120
  1,200,000      1,196,056        7.9000%        8,721.66         360             120
  1,203,000      1,195,853        8.2700%       10,265.46         240             120
  1,189,000      1,184,894        8.1900%        8,882.46         360             120
  1,175,000      1,165,865        8.1400%        8,930.79         240             120
  1,151,000      1,145,798        8.9200%        9,596.17         300             120
  1,130,000      1,127,788        8.1300%        8,394.17         360             120
  1,129,400      1,125,027        8.8800%        9,385.25         300             120
  1,125,000      1,120,324        8.5500%        9,096.74         300             120
  1,120,000      1,117,469        8.6400%        8.723.21         360             120
  1,120,000      1,116,501        8.6100%        9,101.72         300             120
  1,120,000      1,114,724        8.7350%        9,196.60         300             120
  1,100,000      1,096,923        9.0800%        9,291.49         300             120
  1,101,500      1,096,113        8.5650%        8,917.88         300             120
  1,064,800      1,057,216        8.2400%        8,388.30         300             120
  1,054,000      1,046,175        8.5600%        8,529.75         300             120
  1,046,600      1,045,814        8.4700%        8,025.21         360             120
  1,042,300      1,039,559        8.6300%        8,110.61         360             120
  1,030,000      1,022,481        8.5700%        8,984.27         240             120
  1,000,000        996,583        8.2100%        8,857.79         300             120
  1,000,000        994,759        8.2000%        9,672.34         180             180
  1,000,000        967,927        7.5000%        7,389.92         300             120
    965,000        961,280        8.9000%        8,032.27         300             120
    960,000        959,273        8.4500%        7,347.58         360             120
    959,000        956,059        8.6900%        7,845.30         300             120
    930,000        925,437        8.5500%        7,519.97         300             120
    924,000        909,209        7.6250%        6,903.58         300             121
    835,600        831,556        9.2300%        7,144.40         300             120
    826,000        822,661        8.6800%        6,751.67         300             120
    696,900        691,854        8.1600%        5,452.86         300             120
    650,000        646,655        8.9700%        5,441.43         300             120
    647,700        646,170        9.3300%        5,965.69         240             240
    630,000        628,152        8.8800%        5,235.26         300             120
    540,200        537,523        9.1300%        4,581.52         300             120
    532,500        531,198        6.6200%        4,696.93         300             120
    520,600        519,450        8.9700%        4,358.17         300             120
    510,000        499,773        8.2500%        4,021.10         300             120
    440,000        432,485        9.3200%        4,546.92         180             180
    408,000        406,875        9.1400%        3,463.12         300             120
    400,000        397,874        8.8300%        3,310.34         300             120



    318,000        316,611        9,0700%        2,683.90         300             120
    285,000        279,690        8.6250%        2,318.95         300             120
    228,000        227,345        8.9700%        1,908.69         300             120
    202,000        200,576        9.3900%        1,749.45         300             120

</TABLE>

                                    Sch III-1
<PAGE>

                                   SCHEDULE IV

                             INTEREST RESERVE LOANS

                        HFCMC 2000 PH-1 INTEREST LOANS
                        ------------------------------
<TABLE>
<CAPTION>
 CONTROL #      LOAN #                  PROPERTY NAME
-----------  ------------ ---------------------------------------
<S>          <C>          <C>                                      <C>
      1         6103551   The Barlow Building                        Actual/360
      2          99086    475 Fifth Avenue                           Actual/360
      4         6103689   Colonial Grand At River Hills              Actual/360
      5          99102    Tannery Office Park                        Actual/360
--------------------------------------------------------------------------------
      6          98568    Brookwood Square                           Actual/360
      7         6103693   Colonial Grand At Mountain Brook           Actual/360
      8        99-5-001   Montara Properties                         Actual/360
     9.0      CANDLEWOOD  CANDLEWOOD SUITES                          ACTUAL/360
     9.1        6103494   Candlewood Suites                          Actual/360
     9.2        6103493   Candlewood Suites                          Actual/360
     10          99154    5000 West Roosevelt                        Actual/360
--------------------------------------------------------------------------------
     11          99006    444 West Ocean Blvd.                       Actual/360
     12          99038    Las Vegas Chinatown Plaza                  Actual/360
     13         6103624   Collegetown Center                         Actual/360
     14        99-5-002   Lawndale Plaza                             Actual/360
     15         6103739   Bristle Pointe Apartments                  Actual/360
--------------------------------------------------------------------------------
     16         6103481   Northwest Square Shopping Center           Actual/360
     17         6102986   Lakeside Village Apartments                Actual/360
     18         6103688   Colonial Village At Stockbridge            Actual/360
     19        99-5-093   United Copper Industries, Inc.             Actual/360
     20         6103604   Crossings At Halls Ferry                   Actual/360
--------------------------------------------------------------------------------
     21        99-5-003   Central Avenue                             Actual/360
     22         6103699   Key Bank Building                          Actual/360
     23         6103809   Westmoreland Building                      Actual/360
     24          99012    Yarrow Resort & Conference Center          Actual/360
     25         6103480   Big Kmart                                  Actual/360
--------------------------------------------------------------------------------
     26          99184    Sunset Ridge Shopping Center               Actual/360
     27        99-5-004   Nalc Office Building                       Actual/360
     28         6103690   Colonial Grand At Ponte Verda              Actual/360
     29          97245    Warfside                                   Actual/360
     31         6103483   Magnolia Square Shopping Center            Actual/360
     32         6103548   River Mill Apartments                      Actual/360
    33.0      A. PACIFIC  VARIOUS                                    ACTUAL/360
    33.1         99104    American Pacific Prof Park I               Actual/360
    33.2         99170    American Pacific Prof Park II              Actual/360
--------------------------------------------------------------------------------
     34         6103518   Crystal Tree Centre                        Actual/360
     35          99182    Sable Tech Center                          Actual/360
     36         6103680   Westwood Business Park                     Actual/360
     37          99194    Terra Nova Shopping Center                 Actual/360
     38          99028    Exchange @ Sandy Plains                    Actual/360
--------------------------------------------------------------------------------
     39          98112    Timbers Apts.                              Actual/360
     40         6103797   10Th And South Street                      Actual/360
     41          99190    Tristar Tech Center                        Actual/360
     42          98528    The Veranda                                Actual/360
     43         6103721   Best Buy                                   Actual/360
--------------------------------------------------------------------------------
     44          99054    Villages Of Old Farm                       Actual/360
     45         6103692   Colonial Grand At Barrington Club          Actual/360
     46         6103611   Davis Commons Shopping Center              Actual/360
     47        99-5-006   Compo I Shopping Center                    Actual/360
     48          99096    Stonington Business Center-Perm            Actual/360
--------------------------------------------------------------------------------
     49         6103812   6100 Rockside Woods                        Actual/360
     50          99008    110 Pine Avenue                            Actual/360
     51          99050    East Springs Center                        Actual/360
     52        99-5-007   Diplomatic Towers                          Actual/360
     53        99-5-008   Tuckernuck Square Shopping Center          Actual/360
--------------------------------------------------------------------------------
     54         6103691   Colonial Village At Cahaba Heights         Actual/360
     55         6103490   Cincinnati Marketplace                     Actual/360
     56          99020    Broomfield Plaza Shopping Center           Actual/360
     57         6103661   Centre 71 And Centre 71 Annex              Actual/360
     58         6103777   Mission Centre                             Actual/360
--------------------------------------------------------------------------------
     59          99024    Mission Plaza Shopping Center              Actual/360
     60          99176    Freeway Village Shopping Center            Actual/360
     61          99078    Hermosa Storage Center                     Actual/360
     62          99070    Highgate House Wenatchee                   Actual/360
     63         6103771   B&A Self Storage                           Actual/360
--------------------------------------------------------------------------------
     64          99094    The Sports Authority (Boca Raton, FL)      Actual/360
     65         6103538   Ewell Station Shopping Center              Actual/360
     66        99-5-009   Emory Village Shopping Center              Actual/360
     67          99108    Crystal Lake Shopping Center               Actual/360
--------------------------------------------------------------------------------
    68.0      P. VILLAGE  VARIOUS                                    ACTUAL/360
    68.1         98366    Park Village                               Actual/360
    68.2         98644    Park Vlg Ground                            Actual/360
    69.0         LODGE    VARIOUS                                    ACTUAL/360
    69.1        6103683   Comfort Inn - Bell Road                    Actual/360
    69.2        6103682   Econo Lodge                                Actual/360
--------------------------------------------------------------------------------
     70        99-5-010   Gainesville Mall                           Actual/360
     71        99-5-011   Moore Court Apartments                     Actual/360
     72        99-5-097   Regal Cinema                               Actual/360
     73          99148    Marshalls Building                         Actual/360
     74         6103740   Sunset Square Shopping Center              Actual/360
--------------------------------------------------------------------------------
    75.0          MHC     VARIOUS                                    ACTUAL/360
    75.1         99200    Summitt Park MHC                           Actual/360
    75.2         99186    Pepin Woods                                Actual/360
     76        99-5-012   Rocky Point Apartments                     Actual/360
     77          99110    Will-Store SSF                             Actual/360
--------------------------------------------------------------------------------
     79          97500    Westoaks SSF                               Actual/360
     80          99018    Park Center Office Plaza-IN                Actual/360
     81         6103684   Comfort Inn - Black Canyon                 Actual/360
     82        99-5-099   Pfeifley Building                          Actual/360
--------------------------------------------------------------------------------
     83          99122    Ross & Hillsdale Shopping Center           Actual/360
     84          99072    Highgate House Great Falls                 Actual/360
     85         6103503   Load King Manufacturing Company            Actual/360
     86          99116    Sundance Office (Citrus Heights, CA)       Actual/360
     87        99-5-100   Fithian Building                           Actual/360
--------------------------------------------------------------------------------
     88          98480    Dangel Portfolio-Centre                    Actual/360
     89         6103653   Shadyside Inn Apartments                   Actual/360
     90          99144    Good Hope Center                           Actual/360
     91        99-5-102   South Elm Plaza                            Actual/360
     92          99042    Rockwall Town Center                       Actual/360
--------------------------------------------------------------------------------
     93         6103698   Vancouver Warehouse                        Actual/360
     94          99142    Sport Shoe Shopping Center                 Actual/360
     95          98394    Kahana Gateway                             Actual/360
     96         6103708   Level 3 Communications Building            Actual/360
     97          99188    Summitt Square S.C.                        Actual/360
--------------------------------------------------------------------------------
     98         6103567   Harvard Park Townhomes                     Actual/360
     99         6103649   Cedarwood Apartments                       Actual/360
     100         98558    Office Depot-Corpus Christi                Actual/360
     101        6103632   190 East Maple Road                        Actual/360
     102        6103778   Olympic Center                             Actual/360
--------------------------------------------------------------------------------
     103       99-5-103   Ballygar Apartments                        Actual/360
     104       99-5-018   Officemax                                  Actual/360
     105       99-5-019   Topanga Lassen Plaza                       Actual/360
     106         99082    Meadowbrook Gardens Apartments             Actual/360
     107         99080    Meadows Apartments                         Actual/360
--------------------------------------------------------------------------------
     108         97677    A-American Reno                            Actual/360
     109       99-5-020   Chadwick Corners Shopping Center           Actual/360
     110         99146    The Trails At Northpointe                  Actual/360
     111        6103793   Kao Manassas Airport Building              Actual/360
     112       99-5-021   Professional 75Th, Inc.                    Actual/360
--------------------------------------------------------------------------------
     113        6103734   Rimrock Apartments                         Actual/360
     114       99-5-022   Bardford Village Shopping Center           Actual/360
     115         97367    Lock-N-Key                                 Actual/360
     116        6103606   Perrysburg Marketplace                     Actual/360
     117       99-5-023   Park Square Apartments                     Actual/360
--------------------------------------------------------------------------------
     118         99076    Whispering Pines Apartments                Actual/360
     119       99-5-024   Guerrero Village Retail & Office Center    Actual/360
     120       99-5-105   Pets Mart Inc.                             Actual/360
     121       99-5-025   Highland Park Village                      Actual/360
     122         97449    Quiet Acres MHP                            Actual/360
--------------------------------------------------------------------------------
     123        6103687   607 Market Street                          Actual/360
     124         99164    Pier 1 - San Jose, CA                      Actual/360
     125        6103491   Sandpiper Apartments                       Actual/360
     126        6103735   Redlands Apartments                        Actual/360
     127        6103776   Shoppes Of Baymeadows                      Actual/360
--------------------------------------------------------------------------------
     128         98142    Office Max                                 Actual/360
     129        6103685   Stater Plaza                               Actual/360
     131       99-5-050   The Laurestelle                            Actual/360
     132         98438    Riverbend Apts.                            Actual/360
--------------------------------------------------------------------------------
     134       99-5-107   Subzi Mandi Plaza                          Actual/360
     135         98578    Office Depot-New Braunfels                 Actual/360
     136        6103775   Olde Kingston Towne II                     Actual/360
     137         99026    Hyde Park Self Storage                     Actual/360
--------------------------------------------------------------------------------
     138         99074    Officemax - Killeen, TX                    Actual/360
     139       99-5-051   Elmwood Gardens Apartments                 Actual/360
     140       99-5-030   Shreveport shopping Center                 Actual/360
     141       99-5-109   2011 Lemoine Avenue                        Actual/360
     142       99-5-031   Walnut - Chestnut Apartments               Actual/360
--------------------------------------------------------------------------------
     143        6103810   Forest Ridge Apartments                    Actual/360
     144         99118    306 Walnut                                 Actual/360
     145       99-5-087   Shopko Plaza                               Actual/360
     146       99-5-032   Cvs Drug Store                             Actual/360
     147       99-5-033   Pomerado Auto Center                       Actual/360
--------------------------------------------------------------------------------
     148         99092    Salem Self Storage South                   Actual/360
     149        6103486   Shurgard Of Greenwood                      Actual/360
     150       99-5-053   165-171 Meserole Street Apartments         Actual/360
     151         99166    Pier 1 - Arlington, TX                     Actual/360
     152         98330    Alpine View                                Actual/360
--------------------------------------------------------------------------------
     153       99-5-054   Peppermill                                 Actual/360
     154       99-5-035   Midway Plaza                               Actual/360
     155         99136    Barratt-Ritchie Block                      Actual/360
     156       99-5-036   Camden Court Apartments                    Actual/360
     157       99-5-110   Penn Plaza Shopping Center                 Actual/360
--------------------------------------------------------------------------------
     158         99168    Pier 1 - Silverdale, WA                    Actual/360
     159       99-5-038   Polar Heated Storage                       Actual/360
     160         99046    Pleasantville MHC                          Actual/360
     161       99-5-039   Lock It Up                                 Actual/360
     162        6103487   Worthington Apartments                     Actual/360
--------------------------------------------------------------------------------
     163       99-5-056   Eastbank Quads                             Actual/360
     164       99-5-111   South Bay Apartments                       Actual/360
     165         99134    Rainbow Village Automotive Center          Actual/360
     166       99-5-034   Northside III                              Actual/360
     167         99044    Coachville                                 Actual/360
--------------------------------------------------------------------------------
     168        6103803   Desoto Plaza Shopping Center               Actual/360
     169         99158    Drug Emporium                              Actual/360
     170         99162    Pier 1 - Jensen Beach, FL                  Actual/360
     171       99-5-057   Meadow Chase                               Actual/360
     172       99-5-041   Sunny Knoll Apartments                     Actual/360
--------------------------------------------------------------------------------
     173         99048    Mohawk Mobile Home Park                    Actual/360
     174       99-5-058   Magnolia Apartments                        Actual/360
     175         98580    Copperfield                                Actual/360
     176       99-5-042   Hudson                                     Actual/360
     177       99-5-059   Creekside Plaza I & II                     Actual/360
--------------------------------------------------------------------------------
     178       99-5-040   University Plaza Apartments                Actual/360
     179       99-5-060   Guardian Self Storage                      Actual/360
     180       99-5-088   Bradshaw Corners                           Actual/360
     181       99-5-089   West Point Lake Shopping Center            Actual/360
     182       99-5-043   Security U Stor-It                         Actual/360
--------------------------------------------------------------------------------
     183       99-5-061   Street Of Shoppes                          Actual/360
     184       99-5-063   Verona Apartments                          Actual/360
     185       99-5-062   almeda Self Storage                        Actual/360
     186         98518    Kinko/Souper Salad                         Actual/360
     187       99-5-064   Quail Lane Apartments                      Actual/360
--------------------------------------------------------------------------------
     188         99156    Evergreen Villa MHC                        Actual/360
     189       99-5-065   490 South Broadway                         Actual/360
     190       99-5-113   5850 Championship View                     Actual/360
     191       99-5-066   Windjammer Apartments                      Actual/360
     192       99-5-090   St. Joseph Dialysis Clinic                 Actual/360
--------------------------------------------------------------------------------
     193        6103427   Spring Glade Apartments                    Actual/360
     194         99124    American Self Storage - Paso Robles        Actual/360
     195       99-5-069   Lakewood Store & Lock                      Actual/360
     196       99-5-044   Rite Aid Shopping Center-St. Clair         Actual/360
     197         97362    Lott-A-Storage                             Actual/360
--------------------------------------------------------------------------------
     198         99084    Galen Court Apartments                     Actual/360
     200       99-5-070   Montrose Apartments                        Actual/360
     201       99-5-114   Thornton & Zilker Apartments               Actual/360
     202         99062    Blockbuster Video - Richmond               Actual/360
--------------------------------------------------------------------------------
     203       99-5-071   Woodland Park Village MHP                  Actual/360
     204         99160    Dickinson Fiesta MHC                       Actual/360
     205         99002    Complete Self Storage                      Actual/360
     206       99-5-046   1870-90 S. Western Ave.                    Actual/360
     207       99-5-072   Scofield Apartments                        Actual/360
--------------------------------------------------------------------------------
     208         99090    Drakes Creek Shopping Center               Actual/360
     209         99010    Harbor Lakes SSF                           Actual/360
     210         99040    Cherry Star Apartments                     Actual/360
     211       99-5-074   Parish Place Apartments                    Actual/360
     212       99-5-075   Dependable Mini Storage                    Actual/360
--------------------------------------------------------------------------------
     213         98764    3209 10Th Street                           Actual/360
     214       99-5-076   Briar Palms                                Actual/360
     215       99-5-078   Greenville Self-Storage                    Actual/360
     216       99-5-115   Tiny Tim Plaza                             Actual/360
     217       99-5-116   Sandy Plains Junction                      Actual/360
--------------------------------------------------------------------------------
     218       99-5-079   Majestic Meadows MHP                       Actual/360
     219       99-5-117   Vineland & Grables Apartments              Actual/360
     220       99-5-118   Southern Garden Apartments                 Actual/360
     221        6103426   Bear Creek Apartments, Phase I             Actual/360
     222       99-5-080   Ancient Oaks Apartments                    Actual/360
--------------------------------------------------------------------------------
     223       99-5-082   Wishing Well Apartments                    Actual/360
     224         99004    Rocky Falls Apartments                     Actual/360
     225       99-5-119   Morrison Apartments                        Actual/360
     226       99-5-083   821 Mclean Ave                             Actual/360
     227       99-5-084   Commercial Parkwest                        Actual/360
--------------------------------------------------------------------------------
     228       99-5-085   Chaffin Arms                               Actual/360
     229       99-5-120   Bingham Apartments                         Actual/360
     230       99-5-086   64 N 7Th Street                            Actual/360
</TABLE>


                                    Sch IV-1
<PAGE>



                                  SCHEDULE V
                            LETTER OF CREDIT LOANS

<TABLE>
<CAPTION>
         LOAN NAME:         CONTROL NUMBER:   LOAN NUMBER:
--------------------------  --------------- --------------
<S>                         <C>             <C>
Villages of Old Farm               44           99-0-54
Sport Shoe Shopping Center         94           99-142
</TABLE>



                                   Sch V-1

<PAGE>
                                 SCHEDULE VI
                             QUALIFYING ARD LOANS

<TABLE>
<CAPTION>
               LOAN NAME                 ORIGINATOR  CONTROL NUMBER
--------------------------------------  ------------ --------------
<S>                                     <C>          <C>
Office Max                              Heller       128
OfficeMax - Killeen, TX                 Heller       138
Pier 1 - Arlington, TX                  Heller       151
Pier 1 - Jensen Beach, FL               Heller       170
Pier 1 - San Jose, Ca                   Heller       124
Pier 1 - Silverdale, WA                 Heller       158
Walgreens -Las Vegas, NV                Heller       78
Best Buy                                PMCC         43
Perrysburg Marketplace                  PMCC         116
The Barlow Building                     PMCC         1
Valencia Marketplace, Community Center  PMCC         3
Pets Mart Inc.                          RFC          120
</TABLE>

                                   Sch VI-1





<PAGE>


                                   SCHEDULE V
                             LETTER OF CREDIT LOANS

LOAN NAME:                         CONTROL NUMBER:       LOAN NUMBER:
----------                         ---------------       ------------

Villages of Old Farm               44                    99-0-54

Sport Shoe Shopping Center         94                    99-142












                                    Sch III-1


<PAGE>

                                   SCHEDULE VI
                              QUALIFYING ARD LOANS


LOAN NAME                                   ORIGINATOR         CONTROL NUMBER
---------                                   ----------         --------------

Office Max                                  Heller             128

OfficeMax - Killeen, TX                     Heller             138

Pier 1 - Arlington, TX                      Heller             151

Pier 1 - Jensen Beach, FL                   Heller             170

Pier 1 - San Jose, CA                       Heller             124

Pier 1 - Silverdale, WA                     Heller             158

Walgreens - Las Vegas, NV                   Heller             78

Best Buy                                    PMCC               43

Perrysburg Marketplace                      PMCC               116

The Barlow Building                         PMCC               1

Valencia Marketplace, Community Center      PMCC               3

Pets Mart Inc.                              RFC                120




                                   Sch III-2