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                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.,

                                    Depositor


                       ________________________________,
                              Mortgage Loan Seller



                       ________________________________,
                                 Master Servicer



                       ________________________________,
                                Special Servicer



                       ________________________________,
                               REMIC Administrator

                                       and

                       ________________________________,
                                     Trustee



                       ________________________________

                         POOLING AND SERVICING AGREEMENT

                       Dated as of ____________ ___, 200_


                       ________________________________

                                $________________

                       Mortgage Pass-Through Certificates

                                  Series 200_-_


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<PAGE>


                                TABLE OF CONTENTS
                                -----------------

Section
-------

                                    ARTICLE I
                 DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF
                     THE MORTGAGE POOL AND THE CERTIFICATES

1.01  Defined Terms
1.02  Certain Calculations in Respect of the Mortgage Pool

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

2.01  Conveyance of Mortgage Loans.
2.02  Acceptance of REMIC I by Trustee.
2.03  Mortgage Loan Seller's Repurchase of Mortgage Loans for Document Defects
        and Certain Breaches of Representations and Warranties
2.04  Representations and Warranties of the Depositor
2.05  Representations and Warranties of the Mortgage Loan Seller
2.06  Representations and Warranties of the Master Servicer
2.07  Representations and Warranties of the Special Servicer
2.08  Representations and Warranties of the Trustee and the REMIC Administrator
2.09  Issuance of the Class R-I Certificates; Creation of the REMIC I Regular
        Interest
2.10  Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by the
        Trustee
2.11  Issuance of the REMIC II Certificates

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

3.01  Administration of the Mortgage Loans
3.02  Collection of Mortgage Loan Payments
3.03  Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
        Reserve Accounts
3.04  Certificate Account and Distribution Account
3.05  Permitted Withdrawals From the Certificate Account and the Distribution
        Account
3.06  Investment of Funds in the Certificate Account and the REO Account
3.07  Maintenance of Insurance Policies; Errors and Omissions and Fidelity
        Coverage
3.08  Enforcement of Due-On-Sale Clauses; Assumption Agreements; Subordinate
        Financing
3.09  Realization Upon Defaulted Mortgage Loans
3.10  Trustee to Cooperate; Release of Mortgage Files
3.11  Servicing Compensation; Interest on Servicing Advances; Payment of Certain
      Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances
3.12  Inspections; Collection of Financial Statements
3.13  Annual Statement as to Compliance
3.14  Reports by Independent Public Accountants
3.15  Access to Certain Information
3.16  Title to REO Property; REO Account
3.17  Management of REO Property
3.18  Sale of Mortgage Loans and REO Properties
3.19  Additional Obligations of the Master Servicer and the Special Servicer
3.20  Modifications, Waivers, Amendments and Consents
3.21  Transfer of Servicing Between Master Servicer and Special Servicer;
        Record Keeping
3.22  Sub-Servicing Agreements
3.23  Designation of Special Servicer by the Majority Certificateholder of
        the Controlling Class
3.24  Confidentiality
3.25  No Solicitation of Prepayments

                                   ARTICLE IV
               PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS

4.01  Distributions on the Certificates
4.02  Statements to Certificateholders; Certain Reports by the Master Servicer
        and the Special Servicer
4.03  P&I Advances
4.04  Allocation of Realized Losses and Additional Trust Fund Expenses to the
        Sequential Pay Certificates
4.05  Deemed Distributions on, and Allocations of Realized Losses and Additional
        Trust Fund Expenses to, the REMIC I Regular Interests

                                    ARTICLE V
                                THE CERTIFICATES

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

                                   ARTICLE VI
          THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE MASTER SERVICER,
                THE SPECIAL SERVICER AND THE REMIC ADMINISTRATOR

6.01  Liability of the Depositor, the Mortgage Loan Seller, the Master
        Servicer, the Special Servicer and the REMIC Administrator
6.02  Merger, Consolidation or Conversion of the Depositor, the Mortgage
        Loan Seller, the Master Servicer, the Special Servicer or the
        REMIC Administrator
6.03  Limitation on Liability of the Depositor, the Master Servicer, the Special
      Servicer, the REMIC Administrator and Others
6.04  Master Servicer, Special Servicer and REMIC Administrator Not to Resign
6.05  Rights of the Depositor and the Trustee in Respect of the Master Servicer,
        the Special Servicer and the REMIC Administrator

                                   ARTICLE VII
                                     DEFAULT

7.01  Events of Default
7.02  Trustee to Act; Appointment of Successor
7.03  Notification to Certificateholders
7.04  Waiver of Events of Default
7.05  Additional Remedies of Trustee Upon Event of Default

                                  ARTICLE VIII
                             CONCERNING THE TRUSTEE

8.01  Duties of Trustee
8.02  Certain Matters Affecting the Trustee
8.03  Trustee Not Liable for Validity or Sufficiency of Certificates or
        Mortgage Loans
8.04  Trustee Own Certificates
8.05  Fees of Trustee; Indemnification of Trustee
8.06  Eligibility Requirements for Trustee
8.07  Resignation and Removal of the Trustee
8.08  Successor Trustee
8.09  Merger or Consolidation of Trustee or Fiscal Agent
8.10  Appointment of Co-Trustee or Separate Trustee
8.11  Appointment of Custodians
8.12  Access to Certain Information
8.13  Filings with the Securities and Exchange Commission

                                   ARTICLE IX
                                   TERMINATION

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

                                    ARTICLE X
                           ADDITIONAL REMIC PROVISIONS

10.01  REMIC Administration
10.02  Depositor, Master Servicer, Special Servicer and, Trustee to Cooperate
         with REMIC Administrator
10.03  Fees of the REMIC Administrator
10.04  Use of Agents

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

11.01  Amendment
11.02  Recordation of Agreement; Counterparts
11.03  Limitation on Rights of Certificateholders
11.04  Governing Law
11.05  Notices
11.06  Severability of Provisions
11.07  Successors and Assigns; Beneficiaries
11.08  Article and Section Headings
11.09  Notices to the Rating [Agencies]

<PAGE>

            This Pooling and Servicing Agreement (this "Agreement"), is dated
and effective as of __________, 200___ among BANC OF AMERICA COMMERCIAL MORTGAGE
INC., as Depositor, _________________________________________, as Mortgage Loan
Seller, ________________________, as Master Servicer, _________________________,
as Special Servicer, _____________________ as Trustee and _____________________
as REMIC Administrator.


                             PRELIMINARY STATEMENT:

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

            As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I".
The Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I for purposes of the REMIC Provisions under federal income tax law.
The following table irrevocably sets forth the designation, the REMIC I
Remittance Rate, and the initial Uncertificated Principal Balance for each of
the REMIC I Regular Interests. Determined solely for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each REMIC I Regular Interest is the first Distribution Date that is
at least two years after the end of the remaining amortization schedule of the
Mortgage Loan that has, as of the Closing Date, the longest remaining
amortization schedule, irrespective of its scheduled maturity. None of the REMIC
I Regular Interests will be certificated.

                           REMIC I                Initial Uncertificated
   Designation         Remittance Rate               Principal Balance
   -----------         ---------------            ----------------------
    A-1-Major            Variable(1)
    A-1-Minor         _____% per annum
    A-2-Major            Variable(1)
    A-2-Minor         _____% per annum
     B-Major             Variable(1)
     B-Minor          _____% per annum
     C-Major             Variable(1)
     C-Minor          _____% per annum
     D-Major             Variable(1)
     D-Minor          _____% per annum
     E-Major             Variable(1)
     E-Minor          _____% per annum
     F-Major             Variable(1)
     F-Minor          _____% per annum
     G-Major             Variable(1)
     G-Minor          _____% per annum
     H-Major             Variable(1)
     H-Minor          _____% per annum
     J-Major             Variable(1)
     J-Minor          _____% per annum
     K-Major             Variable(1)
     K-Minor          _____% per annum

----------
(1)   Calculated in accordance with the definition of "REMIC I Remittance Rate".

            As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II". The Class R-II Certificates will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, and the initial Class Principal Balance for
each of the Classes of REMIC II Regular Certificates. Determined solely for
purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each Class of REMIC II Regular Certificates
is the first Distribution Date that is at least two years after the end of the
remaining amortization schedule of the Mortgage Loan that has, as of the Closing
Date, the longest remaining amortization schedule, irrespective of its scheduled
maturity.

                                                     Initial Class
Designation               Pass-Through Rate        Principal Balance
-----------               -----------------        -----------------
Class A-1                 _____% per annum
Class A-2                 _____% per annum
Class X                     Variable (1)                  N/A(2)
Class B                   _____% per annum
Class C                   _____% per annum
Class D                   _____% per annum
Class E                   _____% per annum
Class F                   _____% per annum
Class G                   _____% per annum
Class H                   _____% per annum
Class J                   _____% per annum
Class K                   _____% per annum


----------
(1)   Calculated in accordance with the definition of "Pass-Through Rate".

(2)   The Class X Certificates will not have a Class Principal Balance; rather,
      such Class of Certificates will accrue interest as provided herein on a
      Class Notional Amount that is, as of any date of determination, equal to
      the then aggregate Uncertificated Principal Balance of REMIC I Regular
      Interest A-1-Major, REMIC I Regular Interest A-2-Major, REMIC I Regular
      Interest B-Major, REMIC I Regular Interest C-Major, REMIC I Regular
      Interest D-Major, REMIC I Regular Interest E-Major, REMIC I Regular
      Interest F-Major, REMIC I Regular Interest G-Major, REMIC I Regular
      Interest H-Major, REMIC I Regular Interest J-Major and REMIC I Regular
      Interest K-Major.

            In consideration of the mutual agreements herein contained, the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Trustee and the REMIC Administrator agree as follows:

<PAGE>


                                    ARTICLE I

                 DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF
                     THE MORTGAGE POOL AND THE CERTIFICATES


            SECTION 1.01  Defined Terms

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

            "Accrued Certificate Interest": With respect to any Class of REMIC
II Regular Certificates, for any Distribution Date, one month's interest
(calculated on the basis of a 360-day year consisting of twelve 30-day months)
at the Pass-Through Rate applicable to such Class of Certificates for such
Distribution Date, accrued on the related Class Principal Balance or Class
Notional Amount, as the case may be, of such Class of Certificates outstanding
immediately prior to such Distribution Date. The Accrued Certificate Interest in
respect of any Class of REMIC II Regular Certificates for any Distribution Date
shall be deemed to have accrued during the applicable Interest Accrual Period.

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

            "Additional Information":  As defined in Section 4.02(a).

            "Additional Interest": With respect to any Hyper-Amortization Loan
after its Anticipated Repayment Date, all interest accrued thereon at the Excess
Interest Rate, the payment of which interest shall, under the terms of such
Mortgage Loan, be deferred until all interest accrued at the Mortgage Rate (net
of the Excess Interest Rate) and outstanding principal has been paid, together
with all interest, if any, accrued at the related Mortgage Rate on such deferred
interest.

            "Additional Trust Fund Expense": Any expense incurred or shortfall
experienced with respect to the Trust Fund and not otherwise included in the
calculation of a Realized Loss, that would result in the REMIC II Regular
Certificateholders' receiving less than the full amount of principal and/or
interest to which they are entitled on any Distribution Date.

            "Adjusted Net Mortgage Rate": With respect to any Mortgage Loan or
REO Loan, for any Distribution Date, (a) if the related Mortgage Note provides
that interest accrues on such Mortgage Loan or REO Loan, as the case may be, on
the basis of a 360-day year consisting of twelve 30-day months (a "30/360
basis"), a per annum rate equal to the related Net Mortgage Rate in effect for
such Mortgage Loan as of the commencement of the related Collection Period (or,
in the case of a Hyper-Amortization Loan or successor REO Loan after its
Anticipated Repayment Date, if such rate is less, the related Net Mortgage Rate
in effect for such Mortgage Loan or REO Loan immediately prior to its
Anticipated Repayment Date), and (b) if the related Mortgage Note provides that
interest accrues on such Mortgage Loan or REO Loan, as the case may be, other
than on a 30/360 basis, the annualized rate at which interest would have to
accrue thereon on a 30/360 basis during the most recently ended calendar month
in order to produce the actual amount of interest accrued (or, if such Mortgage
Loan or REO Loan, as the case may be, is prepaid, in whole or in part, or
otherwise liquidated during such calendar month, that otherwise would have
accrued) in respect of such Mortgage Loan or REO Loan, as the case may be, at
the related Net Mortgage Rate in effect for such Mortgage Loan during such
calendar month (or, in the case of a Hyper-Amortization Loan or successor REO
Loan after its Anticipated Repayment Date, if such rate is less, the related Net
Mortgage Rate in effect for such Mortgage Loan or REO Loan immediately prior to
its Anticipated Repayment Date).

            "Administrative Fee Rate": With respect to each Mortgage Loan and
REO Loan, as specified in the Mortgage Loan Schedule, the sum of the related
Master Servicing Fee Rate and the Trustee Fee Rate.

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

            "Advance Interest": Interest accrued on any Advance at the
Reimbursement Rate and payable to the Master Servicer, the Special Servicer or
the Trustee, as the case may be, all in accordance with Section 3.11(f) or
Section 4.03(d), as applicable.

            "Adverse REMIC Event": With respect to each of REMIC I and REMIC II,
either (i) the endangerment of the status of such REMIC as a REMIC or (ii),
except as permitted by Section 3.17(a), the imposition of a tax upon such REMIC
or any of its assets or transactions (including, without limitation, the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on certain contributions set forth in Section 860G(d) of the Code).

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

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

            "Annuity Factor":  As defined in Section 4.01(a).

            "Anticipated Repayment Date": With respect to any Hyper-Amortization
Loan, the date specified on the related Mortgage Note, as of which Additional
Interest shall begin to accrue on such Mortgage Loan, which date is prior to the
Stated Maturity Date for such Mortgage Loan.

            "Applicable State Law": For purposes of Article X, the Applicable
State Law shall be (a) the laws of the State of New York, (b) the laws of the
states in which the Corporate Trust Office of the Trustee and the Primary
Servicing Offices of the Master Servicer and the Special Servicer are located,
(c) the laws of the states in which any Mortgage Loan documents are held and/or
any REO Properties are located, (d) such other state and local law whose
applicability shall have been brought to the attention of the REMIC
Administrator by either (i) an Opinion of Counsel delivered to it or (ii)
written notice from the appropriate taxing authority as to the applicability of
such state law, and (e) such other state or local law as to which the REMIC
Administrator has actual knowledge of applicability.

            "Appraisal": With respect to any Mortgaged Property or REO Property
as to which an appraisal is required to be performed pursuant to the terms of
this Agreement, a narrative appraisal complying with USPAP (or, in the case of
Mortgage Loans and REO Loans with a Stated Principal Balance as of the date of
such appraisal of $1,000,000 or less, a limited appraisal and a summary report)
that indicates the "market value" of the subject property, as defined in 12
C.F.R. ss.225.62(g), and is conducted by a Qualified Appraiser.

            "Appraisal Reduction Amount": With respect to any Required Appraisal
Loan, an amount (calculated as of the Determination Date immediately following
the later of (a) the date on which the most recent Appraisal that meets the
requirements of Section 3.19(b) in respect of such Required Appraisal Loan, was
obtained by the Master Servicer or the Special Servicer, as the case may be, and
(b) the earliest of the relevant dates in respect of such Required Appraisal
Loan specified in the first sentence of Section 3.19(b) hereof) equal to the
excess, if any, of (x) the sum of (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer or the Trustee, all accrued and unpaid interest
(excluding, in the case of a Hyper-Amortization Loan after its Anticipated
Repayment Date, Additional Interest) on such Required Appraisal Loan through the
most recent Due Date prior to such Determination Date at a per annum rate equal
to the sum of the related Net Mortgage Rate and the Trustee Fee Rate, (iii) all
accrued but unpaid Master Servicing Fees and Special Servicing Fees in respect
of such Required Appraisal Loan, (iv) all related unreimbursed Advances made by
or on behalf of the Master Servicer, the Special Servicer or the Trustee in
respect of such Required Appraisal Loan, together with all unpaid Advance
Interest accrued on such Advances, and (v) all currently due but unpaid real
estate taxes and assessments, insurance premiums and, if applicable, ground
rents in respect of the related Mortgaged Property or REO Property (net of any
Escrow Payments or other reserves held by the Master Servicer or the Special
Servicer with respect to any such item), over (y) 90% of an amount equal to (i)
the Appraised Value of the related Mortgaged Property or REO Property, as
applicable, as determined by the most recent relevant Appraisal acceptable for
purposes of Section 3.19(b) hereof, net of (ii) the amount of any liens on such
property (other than in respect of items described in clause (x)(v) above) that
are prior to the lien of the Required Appraisal Loan. Notwithstanding the
foregoing, if an Appraisal is required to be obtained pursuant to Section
3.19(b) but has not been obtained within the 30-day period contemplated by such
section, then until the date such Appraisal is obtained the "Appraisal Reduction
Amount" for the subject Required Appraisal Loan will be deemed to equal 30% of
the Stated Principal Balance of such Required Appraisal Loan; provided that upon
receipt of an Appraisal acceptable for purposes of Section 3.19(b) hereof, the
Appraisal Reduction Amount for such Required Appraisal Loan will be recalculated
in accordance with the preceding sentence.

            "Appraised Value": As of any date of determination, the appraised
value of a Mortgaged Property based upon the most recent Appraisal obtained
pursuant to this Agreement.

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

            "Assumed Final Distribution Date": As defined in Section 4.01(a).

            "Assumed Monthly Payment": With respect to any Balloon 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 a delinquent Balloon Payment) is due for such Due Date, the scheduled
monthly payment of principal and/or interest deemed to be due in respect thereof
on such Due Date equal to the amount 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 (exclusive, in the case of a Hyper-Amortization Loan after its
Anticipated Repayment Date, of Additional 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 (as such terms and amortization schedule
may have been modified, and such maturity date may have been extended, in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Master Servicer or Special Servicer pursuant to Section
3.20). With respect to any REO 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 that was due (or, in the case of a Balloon
Mortgage Loan described in the preceding sentence of this definition, the
Assumed Monthly Payment that was deemed due) in respect of the related Mortgage
Loan on the last Due Date prior to its becoming an REO Loan.

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the balance on deposit in the Distribution Account
as of 11:30 a.m. (New York City time) on such Distribution Date (or such later
time on such date as of which distributions are made on the Certificates),
including, without limitation, if and to the extent on deposit therein as of
such time, the Master Servicer Remittance Amount for the related Master Servicer
Remittance Date, any P&I Advances made by the Master Servicer or the Trustee to
cover uncollected Monthly Payments due and/or Assumed Monthly Payments deemed
due during the related Collection Period, and any payments made by the Master
Servicer to cover Prepayment Interest Shortfalls incurred during the related
Collection Period, net of (b) any portion of the amounts described in clause (a)
of this definition that represents one or more of the following: (i) collected
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any payments of principal (including, without
limitation, Principal Prepayments) and interest, Liquidation Proceeds and
Insurance Proceeds received after the end of the related Collection Period,
(iii) Prepayment Premiums, (iv) any amounts payable or reimbursable to any
Person from the Distribution Account pursuant to any of clauses (ii) through
(vi) of Section 3.05(b), and (v) any amounts deposited in the Distribution
Account in error; provided that the Available Distribution Amount for the Final
Distribution Date shall be calculated without regard to clauses (b)(i) and
(b)(ii) of this definition.

            "Balloon Mortgage Loan": 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 Stated Maturity Date
and as to which, in accordance with such terms, the Monthly Payment due on its
Stated Maturity Date is at least two times larger than the Monthly Payment due
on the Due Date next preceding its Stated Maturity Date.

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

            "Bank": As defined in Section 2.08.

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

            "Base Prospectus": That certain prospectus dated ___________ __,
200__, relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

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

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

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

            "Certificate": Any one of the Depositor's Mortgage Pass-Through
Certificates, Series 200___-____ as executed by the Trustee and authenticated
and delivered hereunder by the Certificate Registrar.

            "Certificate Account": The segregated account or accounts created
and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of
the Trustee in trust for Certificateholders, which shall be entitled
"_________________", as Master Servicer, in trust for the registered holders of
Banc of America Commercial Mortgage Inc., Mortgage Pass-Through Certificates,
Series 200___-___.

            "Certificate Factor": With respect to any Class of REMIC II 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 Notional Amount, as the case may be, and the
denominator of which is the related Initial Class Principal Balance or Initial
Class Notional Amount, as the case may be.

            "Certificate Notional Amount": With respect to any Class X
Certificate, the hypothetical or notional principal amount on which such
Certificate accrues interest, which, as of any date of determination, is equal
to the product of (a) the Percentage Interest evidenced by such Certificate,
multiplied by (b) the then Class Notional Amount of the Class X Certificates.

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

            "Certificate Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of determination, the then 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" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided that solely for
the purposes of giving any consent, approval or waiver pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the Mortgage
Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator
or the Trustee or any Affiliate of any of them shall be deemed not to be
outstanding, and the Voting Rights to which any of them 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 7.04 and 11.01 or except in
connection with the Controlling Class exercising its rights under Section 3.23,
or unless such Persons collectively own an entire Class of Certificates and only
the Holders of such Class of Certificates are entitled to grant such consent,
approval or waiver. The Certificate Registrar shall be entitled to request and
rely upon a certificate of the Depositor, the Mortgage Loan Seller, the Master
Servicer, the Special Servicer or if other than the Trustee, the REMIC
Administrator, as the case may be, in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the
Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

            "Certificateholder Reports":  As defined in Section 4.02(a).

            "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.

            "Class A Certificate": Any one of the Class A-1 or Class A-2
Certificates.

            "Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of Exhibit A-2
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

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

            "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class Notional Amount": The aggregate hypothetical or notional
principal amount on which the Class X Certificates collectively accrue interest
equal to the aggregate of the Uncertificated Principal Balances of the Major
REMIC I Regular Interests outstanding from time to time (rounded to the nearest
whole dollar during the period up to and including the initial Distribution
Date).

            "Class Principal Balance": The aggregate principal amount of any
Class of Sequential Pay Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each such
Class of Certificates shall equal the Initial Class Principal Balance thereof.
On each Distribution Date, the Class Principal Balance of each Class of the
Sequential Pay Certificates shall be permanently reduced by the amount of any
distributions of principal made thereon on such Distribution Date pursuant to
Section 4.01(a) and, if and to the extent appropriate, shall be further
permanently reduced on such Distribution Date as provided in Section 4.04.

            "Class R-I Certificate": Any one of the Certificates with a "Class
R-I" designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing the sole class of "residual interests" in REMIC
I for purposes of the REMIC Provisions.

            "Class R-II Certificate": Any one of the Certificates with a "Class
R-II" designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

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

            "Closing Date": __________ __, 200__

            "Code":  The Internal Revenue Code of 1986, as amended.

            "Collection Period": With respect to any Distribution Date, the
period commencing immediately following the Determination Date in the calendar
month preceding the month in which such Distribution Date occurs (or, in the
case of the initial Distribution Date, commencing immediately following the
Cut-off Date) and ending on and including the Determination Date in the calendar
month in which such Distribution Date occurs.

            "Commission": The Securities and Exchange Commission.

            "Confidential Information": As defined in Section 3.28.

            ["Controlling Class": As of any date of determination, the
outstanding Class of Sequential Pay Certificates with the lowest Payment
Priority (the Class A Certificates being treated as a single Class for this
purpose) that has a then outstanding Class Principal Balance at least equal to
25% of the Initial Class Principal Balance thereof (or, if no Class of
Sequential Pay Certificates has a Class Principal Balance at least equal to 25%
of the Initial Class Principal Balance thereof, then the "Controlling Class"
shall be the outstanding Class of Sequential Pay Certificates with the then
largest outstanding Class Principal Balance).]

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

            "Corrected Mortgage Loan": Any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but 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).

            "Corresponding Major REMIC I Regular Interest": With respect to any
Class of Sequential Pay Certificates, the Major REMIC I Regular Interest that
has, without regard to the reference to "Major", the same alphabetical (and, if
applicable, numerical) designation as the Class designation for such Class of
Sequential Pay Certificates.

            "Corresponding Minor REMIC I Regular Interest": With respect to any
Class of Sequential Pay Certificates, the Minor REMIC I Regular Interest that
has, without regard to the reference to "Minor", the same alphabetical (and, if
applicable, numerical) designation as the Class designation for such Class of
Sequential Pay Certificates.

            "CPR": As defined in the Base Prospectus.

            "Cross-Collateralized Mortgage Loan": Any Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans.

            "Current Principal Distribution Amount": With respect to any
Distribution Date, an amount (calculated in accordance with Section 1.02) equal
to the aggregate of, without duplication:

            (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 and any REO Loans for
      their respective Due Dates occurring during the related Collection Period;

            (b) all Principal Prepayments received on the Mortgage Loans during
      the related Collection Period;

            (c) with respect to any Balloon Mortgage Loan as to which the
      related Stated Maturity Date occurred during or prior to the related
      Collection Period, any payment of principal (exclusive of any Principal
      Prepayment and any amount described in subclause (d) below) that was made
      by or on behalf of the related Mortgagor during the related Collection
      Period, net of any portion of such payment that represents a recovery of
      the principal portion of any Monthly Payment (other than a Balloon
      Payment) due, or the principal portion of any Assumed Monthly Payment
      deemed due, in respect of such Balloon Mortgage Loan on a Due Date during
      or prior to the related Collection Period and not previously recovered;

            (d) all Liquidation Proceeds and Insurance Proceeds received on or
      in respect of the Mortgage Loans during the related Collection Period that
      were identified and applied by the Master Servicer as recoveries of
      principal thereof, in each case net of any portion of such amounts that
      represents a 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 and not
      previously recovered; and

            (e) all Liquidation Proceeds, Insurance Proceeds and REO Revenues
      received on or in respect of any REO Properties during the related
      Collection Period that were identified and applied by the Master Servicer
      as recoveries of principal of the related REO Loans, in each case net of
      any portion of such amounts that represents a 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 REO Loan or the predecessor Mortgage Loan on a Due
      Date during or prior to the related Collection Period and not previously
      recovered.

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

            "Cut-off Date": __________, 200__.

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

            "Debt Service Coverage Ratio": [With respect to any Mortgage Loan,
as of any date of determination, and calculated without regard to any
cross-collateralization feature of such Mortgage Loan, the ratio of (x) the Net
Operating Income (before payment of any debt service on such Mortgage Loan)
generated by the related Mortgaged Property during the most recently ended
period of not more than twelve months or less than three months for which
financial statements (whether or not audited) have been received by or on behalf
of the Mortgage Loan Seller (prior to the Closing Date) or the Master Servicer
or Special Servicer (following the Closing Date) (such Net Operating Income to
be annualized if the relevant period is less than twelve months), to (y) the
product of the amount of the Monthly Payment in effect for such Mortgage Loan as
of such date of determination, multiplied by 12].

            "Default Charges": Any and all Default Interest and late payment
charges paid or payable, as the context requires, in connection with a default
under a Mortgage Loan or any successor REO Loan.

            "Default Interest": With respect to any Mortgage Loan (or related
REO Loan), any amounts collected thereon, other than late payment charges and
Prepayment Premiums, that represent interest (exclusive, if applicable, of
Additional Interest) in excess of interest accrued on the principal balance of
such Mortgage Loan (or REO Loan) at the related Mortgage Rate, such excess
interest arising out of a default under such Mortgage Loan.

            "Defaulted Mortgage Loan": Any Specially Serviced Mortgage Loan as
to which a material default has occurred or a default in respect of any payment
thereon is reasonably foreseeable, and which the Special Servicer has
determined, in its reasonable and good faith judgment, will become the subject
of a foreclosure sale or similar proceedings (the basis for which determination
shall be set forth in an Officer's Certificate to be delivered to the Master
Servicer and the Trustee).

            "Definitive Certificate":  As defined in Section 5.03(a).

            "Delinquent Loan Status Report": A report or reports setting forth,
among other things, those Mortgage Loans which, as of the close of business on
the last day of the most recently ended calendar month were (i) delinquent 30-59
days, (ii) delinquent 60-89 days, (iii) delinquent 90 days or more, (iv) current
but specially serviced, (v) in foreclosure but as to which the related Mortgaged
Property had not become REO Property, or (vi) related to a Mortgaged Property
which had become REO Property, substantially in the form, and including such
additional information in respect of each such Mortgage Loan, as is contemplated
on page [B-6] of the Prospectus Supplement.

            "Depositor": Banc of America Commercial Mortgage Inc., or its
      successor in interest.

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

            "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            "Determination Date": With respect to any Distribution Date, the
[10]th day of the month in which such Distribution Date occurs, or if such
[10]th day is not a Business Day, the Business Day immediately preceding.

            "Directly Operate": 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 (other than the sale of an REO Property pursuant to Section 3.18(d)),
the performance of any construction work thereon or any use of such REO Property
in a trade or business conducted by REMIC I other than through an Independent
Contractor; provided, however, that the Special Servicer (or any Sub-Servicer on
behalf of the Special Servicer) shall not be considered to Directly Operate an
REO Property solely because the Special Servicer (or any Sub-Servicer on behalf
of the Special Servicer) establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to, or
funds, repairs or capital expenditures with respect to such REO Property
(including, without limitation, construction activity to effect repairs or in
conjunction with leasing activity).

            "Disqualified Organization": Any of the following: (i) the United
States or a possession thereof, 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 Freddie Mac, 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) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code or
(v) any other Person so designated by the REMIC Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Trust or any Person having an Ownership
Interest in any Class of Certificates, other than such Person, to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

            "Distributable Certificate Interest": With respect to any Class of
REMIC II 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 for such Distribution Date
allocated to such Class of Certificates as set forth below. The Net Aggregate
Prepayment Interest Shortfall, if any, for each Distribution Date shall be
allocated to the respective Classes of REMIC II Regular Certificates on such
Distribution Date as follows: first, to the respective Classes of REMIC II
Regular Certificates (other than the Senior Certificates), sequentially in
reverse alphabetical order of Class designation, in each case up to an amount
equal to the lesser of any remaining unallocated portion of such Net Aggregate
Prepayment Interest Shortfall and any Accrued Certificate Interest in respect of
the particular Class of Certificates for such Distribution Date; and thereafter,
if and to the extent that any portion of such Net Aggregate Prepayment Interest
Shortfall remains unallocated, among the respective Classes of Senior
Certificates, up to, and pro rata in accordance with, the respective amounts of
Accrued Certificate Interest for each such Class of Senior Certificates for such
Distribution Date.

            "Distribution Account": The segregated account or accounts created
and maintained by the Trustee pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "_________________, as Trustee, in
trust for the registered holders of Banc of America Commercial Mortgage Inc.,
Mortgage Pass-Through Certificates, Series 2008-1".

            "Distribution Date": The [15]th day of any month, or if such [15]th
day is not a Business Day, the Business Day immediately following, commencing in
__________, 200___.

            "Distribution Date Statement": As defined in Section 4.02(a).

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

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

            "Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, including, without
limitation, the Trustee (if it meets the following rating criteria), the
long-term unsecured debt obligations of which are rated no less than "____" by
______ and "____" by _____ (if the deposits are to be held in the account for
more than 30 days), or the short-term unsecured debt obligations of which are
rated no less than "_____" by _________ and "_____" by _______ (if the deposits
are to be held in the account for 30 days or less), in each case, at any time
funds are on deposit therein, (ii) a segregated trust account or accounts
maintained with the corporate trust department of a ___________________, (iii) a
segregated trust account or accounts maintained with the corporate trust
department of a _____________________, and subject to regulations regarding
fiduciary funds on deposit therein substantially similar to 12 C.F.R. ss.
9.10(b), or (iv) any other account which would not result in the downgrade,
qualification or withdrawal of the rating then assigned by either Rating Agency
to any Class of Certificates (as confirmed in writing by each Rating Agency).

            "Emergency Advance": Any Servicing Advance, whether or not it is a
Servicing Advance that, pursuant hereto, the Special Servicer is required to
request the Master Servicer to make, that must be made within 10 days of the
Special Servicer's becoming aware that it must be made in order to avoid any
material penalty, any material harm to a Mortgaged Property or any other
material adverse consequence to the Trust Fund.

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

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

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

            "Excess Interest Rate": With respect to any Hyper-Amortization Loan
after its Anticipated Repayment Date, the incremental increase in the Mortgage
Rate for such Mortgage Loan resulting from the passage of such Anticipated
Repayment Date.

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

            "Exemption-Favored Party": Any of (i) Bank of America Corporation
("Bank of America") (successor in interest to NationsBank Corporation), (ii) any
Person directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with Bank of America and (iii) any member
of a syndicate or selling group of which Bank of America or a person described
in clause (ii) is a manager or co-manager with respect to a Class of
Certificates.

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

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

            "Final Distribution Date": The final Distribution Date on which any
distributions are to be made on the Certificates as contemplated by Section
9.01.

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any defaulted Mortgage Loan or REO Property and,
accordingly, the related REO Loan (other than a Mortgage Loan or REO Property,
as the case may be, purchased by the Mortgage Loan Seller or an Affiliate of the
Mortgage Loan Seller pursuant to Section 2.03, by the Majority Certificateholder
of the Controlling Class pursuant to Section 3.18(b), by the Master Servicer or
the Special Servicer pursuant to Section 3.18(c) or by the Master Servicer or
the Majority Certificateholder of the Controlling Class pursuant to Section
9.01) that there has been a recovery of all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries (including, without limitation, by
reason of a sale of such Mortgage Loan or REO Property pursuant to Section
3.18(d) hereof) that the Special Servicer has determined, in accordance with the
Servicing Standard, exercised without regard to any obligation of the Master
Servicer or Special Servicer to make payments from its own funds pursuant to
Section 3.07(b), will be ultimately recoverable.

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

            "Ground Lease": The ground lease pursuant to which any Mortgagor
holds a leasehold interest in the related Mortgaged Property.

            "Group": A group of Mortgage Loans that are cross-collateralized and
cross-defaulted with each other.

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

            "Health Care Loans": Those Mortgage Loans identified on the Mortgage
Loan Schedule by control numbers ___________________ and, as of the date hereof,
secured by Mortgages on Mortgaged Properties operated as health care-related
facilities.

            "Historical Loan Modification Report": A report or reports 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 or reports, have been modified pursuant to this Agreement (i) during the
Collection Period ending on such Determination Date and (ii) since the Cut-off
Date, showing the original and the revised terms thereof, substantially in the
form, and including such additional information in respect of each such Mortgage
Loan, as is contemplated on page B-12 of the Prospectus Supplement.

            "Historical Loss Report": A report or reports setting forth, among
other things, as of the close of business on the Determination Date immediately
preceding the preparation of such report or reports, (i) the amount of
Liquidation Proceeds received, and Liquidation Expenses incurred, both during
the Collection Period ending on such Determination Date and historically, and
(ii) the amount of Realized Losses occurring during such Collection Period and
historically, set forth on a Mortgage Loan-by-Mortgage Loan and REO
Property-by-REO Property basis, substantially in the form, and including such
additional information in respect of each Defaulted Mortgage Loan and REO
Property as to which a Final Recovery Determination has been made, as is
contemplated on page B-13 of the Prospectus Supplement.

            "HUD-Approved Servicer": A servicer that is a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to Sections 207 and 211
of the National Housing Act.

            "Hyper-Amortization Loan": A Mortgage Loan that provides for, if
such Mortgage Loan is not paid in full prior to or on its Anticipated Repayment
Date, (i) the accrual of Additional Interest thereon and (ii) the application
(in reduction of the outstanding principal of such Mortgage Loan) of an amount
(in addition to the principal portion of the required Monthly Payment) equal to
the excess (if any) of certain net cash flow from the related Mortgaged Property
over the related Monthly Payment.

            "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator and any and all Affiliates thereof, (ii) does not have any direct
financial interest in or any material indirect financial interest in any of the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Trustee, the REMIC Administrator or any Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, the Trustee, the REMIC Administrator or any Affiliate thereof
as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not
fail to be Independent of the Depositor, the Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the Trustee, the REMIC Administrator or any
Affiliate thereof merely because such Person is the beneficial owner of 1% or
less of any class of securities issued by the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator or any Affiliate thereof, as the case may be.

            "Independent Contractor": 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 (i)
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 not be an expense of the Trustee,
the REMIC Administrator or the Trust, delivered to the Trustee and the REMIC
Administrator), 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 (ii) any other Person upon receipt by the Trustee and the
REMIC Administrator of an Opinion of Counsel, which shall be at no expense to
the Trustee, the REMIC Administrator 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 otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code, or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.

            "Initial Class Notional Amount": With respect to the Class X
Certificates, the initial Class Notional Amount thereof as of the Closing Date
equal to $___________________.

            "Initial Class Principal Balance": With respect to any Class of
Sequential Pay Certificates, the initial Class Principal Balance thereof as of
the Closing Date, in each case as set forth below:

                                        Initial Class
                 Class                Principal Balance
                 -----                -----------------
                 Class A-1             $____________
                 Class A-2             $____________
                 Class B               $____________
                 Class C               $____________
                 Class D               $____________
                 Class E               $____________
                 Class F               $____________
                 Class G               $____________
                 Class H               $____________
                 Class J               $____________
                 Class K               $____________

            "Initial Pool Balance": The aggregate Cut-off Date Balance of all
the Mortgage Loans included in the Trust Fund as of the Closing Date.

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

            "Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property or REO Property or released to the Mortgagor, in either case,
in accordance with the Servicing Standard.

            "Interest Accrual Period": With respect to each REMIC I Regular
Interest and each Class of REMIC II Regular Certificates, for any Distribution
Date, the calendar month immediately preceding the month in which such
Distribution Date occurs.

            "Interest Only Certificate":  Any Class X Certificate.

            "Interested Person": The Depositor, the Mortgage Loan Seller, the
Master Servicer, the Special Servicer, any Holder of a Certificate, or any
Affiliate of any such Person.

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

            "IRS": The Internal Revenue Service or any successor.

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

            "Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Collection Period, whether as payments, Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late collections of
the principal and/or interest portions of a Monthly Payment (other than a
Balloon Payment) or an Assumed Monthly Payment in respect of such Mortgage Loan
due or deemed due, as the case may be, for a Due Date in a previous Collection
Period, or for a Due Date coinciding with or preceding the Cut-off Date, and not
previously received or recovered. With respect to any REO Loan, all amounts
received in connection with the related REO Property during any Collection
Period, whether as Insurance Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of the principal and/or interest
portions of a Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in respect of the related Mortgage Loan or of an Assumed Monthly
Payment in respect of such REO Loan due or deemed due, as the case may be, for a
Due Date in a previous Collection Period and not previously received or
recovered. The term "Late Collections" shall specifically exclude any Default
Charges.

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the Mortgage Loan Seller or any Affiliate thereof
pursuant to Section 2.03; or (iv) such Mortgage Loan is purchased by the
Majority Certificateholder of the Controlling Class pursuant to Section 3.18(b),
by the Master Servicer or the Special Servicer pursuant to Section 3.18(c), or
by the Master Servicer or the Majority Certificateholder of the Controlling
Class pursuant to Section 9.01. With respect to any REO Property (and the
related REO Loan), any of the following events: (x) a Final Recovery
Determination is made with respect to such REO Property; or (y) such REO
Property is purchased by the Master Servicer or the Majority Certificateholder
of the Controlling Class pursuant to Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property pursuant to Section 3.09 or 3.18 (including,
without limitation, legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

            "Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan or REO Property (other than any Specially Serviced Mortgage Loan or REO
Property repurchased (x) by the Mortgage Loan Seller or any Affiliate thereof
pursuant to Section 2.03 within 120 days of the Mortgage Loan Seller's notice or
discovery of the breach or Document Defect giving rise to such repurchase
obligation, (y) by the Majority Certificateholder of the Controlling Class, the
Master Servicer or the Special Servicer pursuant to Section 3.18 or (z) by the
Master Servicer or the Majority Certificateholder of the Controlling Class
pursuant to Section 9.01), the fee designated as such and payable to the Special
Servicer pursuant to the fourth paragraph of Section 3.11(c).

            "Liquidation Fee Rate": With respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.

            "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation; (ii) the
liquidation of a Mortgaged Property or other collateral constituting, or that
constituted, security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Mortgagor in accordance with applicable
law and the terms and conditions of the related Mortgage Note and Mortgage;
(iii) the realization upon any deficiency judgment obtained against a Mortgagor
or any guarantor; (iv) the purchase of a Defaulted Mortgage Loan by the Majority
Certificateholder of the Controlling Class pursuant to Section 3.18(b) or by the
Master Servicer or the Special Servicer pursuant to Section 3.18(c) or any other
sale thereof pursuant to Section 3.18(d); (v) the repurchase of a Mortgage Loan
by the Mortgage Loan Seller or any Affiliate thereof pursuant to Section 2.03;
or (vi) the purchase of a Mortgage Loan or REO Property by the Master Servicer
or the Majority Certificateholder of the Controlling Class pursuant to Section
9.01.

            "Lost Coupon Amount": As defined in Section 4.01(a).

            "Major REMIC I Regular Interests": Collectively, REMIC I Regular
Interest A-1-Major, REMIC I Regular Interest A-2-Major, REMIC I Regular Interest
B-Major, REMIC I Regular Interest C-Major, REMIC I Regular Interest D-Major,
REMIC I Regular Interest E-Major, REMIC I Regular Interest F-Major, REMIC I
Regular Interest G-Major, REMIC I Regular Interest H-Major, REMIC I Regular
Interest J-Major and REMIC I Regular Interest K-Major.

            "Majority Certificateholder": With respect to any specified Class or
Classes of Certificates, as of any date of determination, any Holder or
particular group of Holders of Certificates of such Class or Classes, as the
case may be, entitled to a majority of the Voting Rights allocated to such Class
or Classes, as the case may be.

            "Master Servicer":___________________________ its successor in
interest or any successor master servicer appointed as herein provided.

            "Master Servicer Remittance Amount": With respect to any Master
Servicer Remittance Date, an amount equal to (a) all amounts on deposit in the
Certificate Account as of the commencement of business on such Master Servicer
Remittance Date, net of (b) any portion of the amounts described in clause (a)
of this definition that represents one or more of the following: (i) collected
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any payments of principal (including, without
limitation, Principal Prepayments) and interest (including, without limitation,
Additional Interest), Liquidation Proceeds and Insurance Proceeds received after
the end of the related Collection Period, (iii) any Prepayment Premiums received
after the end of the related Collection Period, (iv) any amounts payable or
reimbursable to any Person from the Certificate Account pursuant to any of
clauses (ii) through (xvi) of Section 3.05(a), and (v) any amounts deposited in
the Certificate Account in error; provided that, with respect to the Master
Servicer Remittance Date that occurs in the same calendar month as the Final
Distribution Date, the Master Servicer Remittance Amount will be calculated
without regard to clauses (b)(i), (b)(ii) and (b)(iii) of this definition.

            "Master Servicer Remittance Date": The Business Day immediately
preceding each Distribution Date.

            "Master Servicing Fee": With respect to each Mortgage Loan and REO
Loan, the fee payable to the Master Servicer pursuant to Section 3.11(a) and
from which the Standby Fee and any Primary Servicing Fees are payable.

            "Master Servicing Fee Rate": With respect to each Mortgage Loan (and
any related REO Loan), the rate per annum that is 0.____ basis points (0.____%
per annum) less than the Administrative Fee Rate specified for such Mortgage
Loan in the Mortgage Loan Schedule.

            "Minor REMIC I Regular Interests": Collectively, REMIC I Regular
Interest A-1-Minor, REMIC I Regular Interest A-2-Minor, REMIC I Regular Interest
B-Minor, REMIC I Regular Interest C-Minor, REMIC I Regular Interest D-Minor,
REMIC I Regular Interest E-Minor, REMIC I Regular Interest F-Minor, REMIC I
Regular Interest G-Minor, REMIC I Regular Interest H-Minor, REMIC I Regular
Interest J-Minor and REMIC I Regular Interest K-Minor.

            "Modified Mortgage Loan": Any Mortgage Loan as to which any
Servicing Transfer Event has occurred and which has been modified by the Special
Servicer pursuant to Section 3.20 in a manner that:

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

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

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

            "Monthly Payment": With respect to any Mortgage Loan, for any Due
Date as of which such Mortgage Loan is outstanding, the scheduled monthly
payment (or, in the case of a Hyper-Amortization Loan after its Anticipated
Repayment Date, the minimum required monthly payment) of principal and/or
interest on such Mortgage Loan, including, without limitation, a Balloon
Payment, that is actually payable by the related Mortgagor from time to time
under the terms of the related Mortgage Note (as such terms may be changed or
modified in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Master Servicer or Special Servicer pursuant to
Section 3.20) and applicable law; provided that the Monthly Payment due in
respect of any Hyper-Amortization Loan after its Anticipated Repayment Date
shall not include Additional Interest.

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

            "Mortgage File": With respect to any Mortgage Loan, subject to
Section 2.01(c), collectively the following documents:

            (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
                   [TRUSTEE], as trustee for the registered holders of Banc of
                   America Commercial Mortgage Inc., Mortgage Pass-Through
                   Certificates, Series 200_-_, without recourse";

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

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

            (iv)   the original or a copy of any related Assignment of Leases
                   (if any such item is a document separate from the Mortgage)
                   and, if applicable, the originals or copies of any
                   intervening assignments thereof showing a complete chain of
                   assignment from the originator of the Mortgage Loan to the
                   most recent assignee of record 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 any such item is a document separate from the Mortgage),
                   in recordable form, executed by the most recent assignee of
                   record thereof prior to the Trustee or, if none, by the
                   originator, 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 Mortgage) and, if
                   applicable, the originals or copies of any intervening
                   assignments thereof showing a complete chain of assignment
                   from the originator of the Mortgage Loan to the most recent
                   assignee of record 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 Mortgage) executed
                   by the most recent assignee of record thereof prior to the
                   Trustee or, if none, by the originator, 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;

            (viii) originals or copies of all assumption, modification, 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 as of the date of 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 of any guaranty of the obligations of the
                   Mortgagor under the Mortgage Loan which was in the possession
                   of the Mortgage Loan Seller at the time the Mortgage Files
                   were delivered to the Trustee;

            (xi)   (A) file or certified copies 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 (and
                   each assignee of record prior to the Trustee) in and to the
                   personalty of the Mortgagor at the Mortgaged Property (in
                   each case with evidence of filing thereon) and which were in
                   the possession of the Mortgage Loan Seller at the time the
                   Mortgage Files were delivered to the Trustee and (B) if any
                   such security interest is perfected and the related UCC-1,
                   UCC-2 or UCC-3 financing statements were in the possession of
                   the Mortgage Loan Seller, a UCC-2 or UCC-3 financing
                   statement, as applicable, 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
                   to the Trustee (or a certified copy of such assignment as
                   sent for filing);

            (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 copy of any intercreditor agreement relating
                   to such Mortgage Loan;

            (xv)   the original or copy of any operating lease relating to the
                   related Mortgaged Property; and

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

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

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other security documents contained in the related Mortgage
File.

            "Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement, dated as of _________ __, 200_, between ________ and Banc of America
Commercial Mortgage Inc.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, which list is
attached hereto as Schedule I and may be amended from time to time in accordance
with Section 2.02(e). The Mortgage Loan Schedule shall set forth, among other
things, the following information with respect to each Mortgage Loan:

    (i)     the loan number and control number;

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

    (iii)   the Mortgage Rate in effect as of the Cut-off Date;

    (iv)    the original principal balance;

    (v)     the Cut-off Date Balance;

    (vi)    the (A) remaining term to stated maturity and (B) Stated Maturity
            Date or, in the case of a Hyper-Amortization Loan, the Anticipated
            Repayment Date;

    (vii)   the Due Date;

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

    (ix)    the Administrative Fee Rate (inclusive of the Primary Servicing Fee
            Rate);

    (x)     the Primary Servicing Fee Rate;

    (xi)    whether the Mortgagor's interest in the related Mortgaged Property
            is a leasehold estate;

    (xii)   whether the Mortgage Loan is a Cross-Collateralized Mortgage Loan
            and, if so, a reference to the other Mortgage Loans that are
            cross-collateralized with such Mortgage Loan; and

    (xiii)  whether the Mortgage Loan is a Hyper-Amortization Mortgage Loan.

The Mortgage Loan Schedule shall also set forth the aggregate Cut-off Date
Balance for all of the Mortgage Loans. Such list may be in the form of more than
one list, collectively setting forth all of the information required.

            "Mortgage Loan Seller": _________________________________.

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

            "Mortgage Pool": Collectively, all of the Mortgage Loans and any
successor REO Loans.

            "Mortgage Rate": With respect to (i) any Mortgage Loan on or prior
to its Stated Maturity Date, the annualized rate at which interest is scheduled
(in the absence of a 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, (ii) any
Mortgage Loan after its Stated Maturity Date, the annualized rate described in
clause (i) above determined without regard to the passage of such Stated
Maturity Date, and (iii) any REO Loan, the annualized rate described in clause
(i) or (ii) above, as applicable, determined as if the related Mortgage Loan had
remained outstanding.

            "Mortgaged Property": Individually and collectively, as the context
may require, each real property (together with all improvements and fixtures
thereon) 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.

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

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

            "Net Default Charges": With respect to any Mortgage Loan or REO
Loan, any Default Charges actually collected thereon (determined in accordance
with the allocation of amounts collected as specified in Section 1.02), net of
(if, but only if, such Default Charges are allocable to the period that such
Mortgage Loan was a Specially Serviced Mortgage Loan) any Advance Interest
accrued on Advances made in respect of such Mortgage Loan that are reimbursable
from such Default Charges in accordance with Section 3.05(a)(viii).

            "Net Investment Earnings": With respect to any Investment Account
for any Collection Period, the amount, if any, by which the aggregate of all
interest and other income realized during such Collection Period on funds held
in such Investment Account, exceeds the aggregate of all losses and investment
costs, if any, incurred during such Collection Period in connection with the
investment of such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to any Investment Account for
any Collection Period, the amount by which the aggregate of all losses and
investment costs, if any, incurred during such Collection Period in connection
with the investment of funds held in such Investment Account in accordance with
Section 3.06, exceeds the aggregate of all interest and other income realized
during such Collection Period on such funds.

            "Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan,
as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the related Administrative Fee Rate.

            ["Net Operating Income": With respect to any Mortgaged Property, the
total operating revenues derived from such Mortgaged Property, minus the total
fixed and variable operating expenses incurred in respect of such Mortgaged
Property (subject to adjustments for, among other things, (i) non-cash items
such as depreciation and amortization, (ii) capital expenditures and (iii) debt
service on loans secured by the Mortgaged Property).]

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

            "Nonrecoverable P&I Advance": Any P&I Advance made or proposed to be
made in respect of a Mortgage Loan or REO Loan which, as determined by the
Master Servicer or, if applicable, the Trustee, in its reasonable and good faith
judgment, will not be recoverable (together with Advance Interest accrued
thereon), or which in fact was not ultimately recovered, from late collections,
Insurance Proceeds, Liquidation Proceeds or any other recovery on or in respect
of such Mortgage Loan or REO Property (without giving effect to potential
recoveries on deficiency judgments or recoveries from guarantors).

            "Nonrecoverable Servicing Advance": Any Servicing Advance made or
proposed to be made in respect of a Mortgage Loan or REO Property which, as
determined by the Master Servicer, the Special Servicer or, if applicable, the
Trustee, in its reasonable and good faith judgment, will not be recoverable
(together with Advance Interest accrued thereon), or which in fact was not
ultimately recovered, from late collections, Insurance Proceeds, Liquidation
Proceeds or any other recovery on or in respect of such Mortgage Loan or REO
Property (without giving effect to potential recoveries on deficiency judgments
or recoveries from guarantors).

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class F, Class G, Class H, Class J, Class K or Residual
Certificate.

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

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

            "Operating Statement Analysis": As defined in Section 4.02(b).

            "Opinion of Counsel": A written opinion of counsel (who must, in
connection with any opinion rendered pursuant hereto with respect to tax matters
or a resignation under Section 6.04, be Independent counsel, but who otherwise
may be salaried counsel for the Depositor, the Mortgage Loan Seller, the
Trustee, the REMIC Administrator, the Master Servicer or the Special Servicer),
which written opinion is acceptable and delivered to the addressee(s).

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

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

            "Pass-Through Rate": With respect to any Class of Sequential Pay
Certificates, for any Distribution Date, the fixed rate per annum specified as
such in respect of such Class of Certificates in the Preliminary Statement
hereto. With respect to the Class X Certificates, for any Distribution Date, the
excess, if any, of (a) the REMIC I Remittance Rate applicable to each Major
REMIC I Regular Interest (i.e., the Weighted Average Adjusted Net Mortgage Rate)
for such Distribution Date, over (b) the weighted average of the fixed REMIC I
Remittance Rates applicable to all the Minor REMIC I Regular Interests, weighted
on the basis of the respective Uncertificated Principal Balances of such Minor
REMIC I Regular Interests outstanding immediately prior to such Distribution
Date.

            "Payment Priority": With respect to any Class of Certificates, the
priority of the Holders thereof in respect of the Holders of the other Classes
of Certificates to receive distributions out of the Available Distribution
Amount for any Distribution Date. The Payment Priority of the respective Classes
of Certificates shall be, in descending order, as follows: first, the respective
Classes of Senior Certificates, pro rata; second, the Class B Certificates;
third, the Class C Certificates; fourth, the Class D Certificates; fifth, the
Class E Certificates; sixth, the Class F Certificates; seventh, the Class G
Certificates; eighth, the Class H Certificates; ninth, the Class J Certificates;
tenth, the Class K Certificates; and last, the respective Classes of Residual
Certificates.

            "Percentage Interest": With respect to any REMIC II 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 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 Initial Class Notional Amount,
as the case may be, of the relevant Class. 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.

            "Permitted Investments": Any one or more of the following
obligations:

            (i) direct obligations of, or obligations fully guaranteed as to
      timely payment of principal and interest by, the United States or any
      agency or instrumentality thereof, provided such obligations are backed by
      the full faith and credit of the United States;

            (ii) repurchase obligations with respect to any security described
      in clause (i) above, provided that the long-term unsecured debt
      obligations of the party agreeing to repurchase such obligations are rated
      "___" by ______ and "____" by ____);

            (iii) certificates of deposit, time deposits, demand deposits and
      bankers' acceptances of any bank or trust company organized under the laws
      of the United States or any state, provided that (a) the long-term
      unsecured debt obligations of such bank or trust company are rated "_____"
      by __________ and "______" by _____ or (b) the short-term unsecured debt
      obligations of such bank or trust company are rated no less than "_____"
      by _________ and "_______" by ________ or (c) if both such long-term and
      short-term unsecured debt obligations have been rated by [either] Rating
      Agency, then each must be rated as specified in the immediately preceding
      clauses (a) and (b) with respect to such Rating Agency;

            (iv) commercial paper (having original maturities of not more than
      365 days) of any corporation incorporated under the laws of the United
      States or any state thereof rated no less than "_____" by ________ and
      "______" by ______; and

            (v) any other obligation or security which would not result in the
      downgrade, qualification or withdrawal of the rating then assigned by
      either Rating Agency to any Class of Certificates, evidence of which shall
      be confirmed in writing by each Rating Agency to the Trustee;

provided that no investment described hereunder shall evidence either the right
to receive (a) only interest with respect to such investment or (b) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and provided, further, that no investment described hereunder may
be purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity; and
provided, further, that no investment described hereunder may be sold prior to
stated maturity if such sale would result in a loss of principal on the
instrument or a tax on "prohibited transactions" under Section 860F of the Code;
and provided, further, that each investment described hereunder shall, by its
terms, have a predetermined fixed amount of principal due at maturity (that
cannot vary or change) and either a fixed interest rate or variable interest
rate tied to a single interest rate index plus a single fixed spread; and
provided, further, that each investment described hereunder shall be a "cash
flow investment", as defined in the REMIC Provisions.

            "Permitted Transferee ": Any Transferee of a Residual Certificate
other than either a Disqualified Organization or a Non-United States Person.

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

            "Phase I Environmental Assessment": [A "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Fannie Mae Multifamily
Guide, Part II, as amended from time to time.]

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

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

            "Prepayment Assumption": The assumption that no Mortgage Loan (other
than a Hyper-Amortization Loan) is prepaid prior to its Stated Maturity Date and
that no Hyper-Amortization Loan is prepaid prior to, but each is paid in its
entirety on, its Anticipated Repayment Date, such assumption to be used for
determining the accrual of original issue discount, market discount and premium,
if any, on the Mortgage Loans, the REMIC I Regular Interests and the
Certificates for federal income tax purposes.

            "Prepayment Interest Excess": With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part made on or prior to the
Determination Date in any calendar month but after the first day of such month,
any payment of interest (net of related Servicing Fees and exclusive of
Prepayment Premiums and, in the case of a Hyper-Amortization Loan after its
Anticipated Repayment Date, Additional Interest) actually collected from the
related Mortgagor and intended to cover the period from the commencement of such
month to the date of prepayment.

            "Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part made after the
Determination Date in any calendar month, the amount of uncollected interest
(determined without regard to any Prepayment Premium that may have been
collected and exclusive of, in the case of a Hyper-Amortization Loan after its
Anticipated Repayment Date, Additional Interest) that would have accrued at a
per annum rate equal to the sum of the Net Mortgage Rate for such Mortgage Loan
plus the Trustee Fee Rate, on the amount of such Principal Prepayment during the
period commencing on the date as of which such Principal Prepayment was applied
to such Mortgage Loan and ending on the last day of such calendar month,
inclusive.

            "Prepayment Premium": Any premium, penalty or fee paid or payable,
as the context requires, by a Mortgagor in connection with a Principal
Prepayment on, or other early collection of principal of, a Mortgage Loan or any
successor REO Loan.

            "Primary Servicing Fee": With respect to each Mortgage Loan that is
subject to a Sub-Servicing Agreement as of the Closing Date, the monthly fee
payable to the Sub-Servicer by the Master Servicer from the Master Servicing
Fee.

            "Primary Servicing Fee Rate": With respect to each Mortgage Loan
that is subject to a Sub-Servicing Agreement as of the Closing Date, the rate
per annum specified as such in the Mortgage Loan Schedule.

            "Primary Servicing Office": With respect to the Master Servicer, the
office thereof primarily responsible for performing its respective duties under
this Agreement, initially located in __________ and, with respect to the Special
Servicer, the office thereof primarily responsible for performing its respective
duties under this Agreement, initially located in ______________.

            "Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the Current Principal Distribution Amount for such
Distribution Date and, 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 Sequential Pay Certificates on the preceding Distribution Date.

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

            "Prospectus Supplement": That certain prospectus supplement dated
__________ __, 200__, relating to the Registered Certificates, that is a
supplement to the Base Prospectus.

            "Purchase Price": With respect to any Mortgage Loan, a price equal
to the unpaid principal balance of the Mortgage Loan as of the date of purchase,
together with (a) all accrued and unpaid interest (excluding, in the case of a
Hyper-Amortization Loan after its Anticipated Repayment Date, Additional
Interest) on the Mortgage Loan at the related Mortgage Rate to but not including
the Due Date in the Collection Period of purchase, (b) all related unreimbursed
Servicing Advances, and (c) if paid in connection with any repurchase of such
Mortgage Loan by the Mortgage Loan Seller or any Affiliate thereof pursuant to
Section 2.03, all accrued and unpaid Advance Interest in respect of related
Advances. With respect to any REO Property, a price equal to the unpaid
principal balance of the related REO Loan as of the date of purchase, together
with (a) all accrued and unpaid interest (excluding, in the case of a
Hyper-Amortization Loan after its Anticipated Repayment Date, Additional
Interest) on such REO Loan at the related Mortgage Rate to but not including the
Due Date in the Collection Period of purchase, (b) all related unreimbursed
Servicing Advances, and (c) if paid in connection with any repurchase of such
REO Property by the Mortgage Loan Seller or any Affiliate thereof pursuant to
Section 2.03, all accrued and unpaid Advance Interest in respect of related
Advances. The Purchase Price of any Mortgage Loan or REO Property is intended to
include, without limitation, principal and interest previously advanced with
respect thereto and not previously reimbursed.

            "PV Yield Loss Amount": As defined in Section 4.01(a).

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

            "Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction.

            "Rating Agency": Each of _____ and _________.

            "Realized Loss": With respect to each defaulted Mortgage Loan as to
which a Final Recovery Determination has been made, or with respect to any REO
Loan as to which a Final Recovery Determination has been made as to the related
REO Property, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan or REO Loan, as the case may be, as of the
commencement of the Collection Period in which the Final Recovery Determination
was made, plus (ii) all accrued but unpaid interest (excluding, in the case a
Hyper-Amortization Loan after its Anticipated Repayment Date, Additional
Interest) on such Mortgage Loan or REO Loan, as the case may be (without taking
into account the amounts described in subclause (iv) of this sentence), at the
related Mortgage Rate to but not including the Due Date in the Collection Period
in which the Final Recovery Determination was made, 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, minus (iv) all
payments and proceeds, if any, received in respect of such Mortgage Loan or REO
Loan, as the case may be, during the Collection Period in which such Final
Recovery Determination was made (net of any related Liquidation Expenses paid
therefrom).

            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
3.20, the amount of such principal or interest (other than any Default Interest)
so forgiven.

            With respect to any Mortgage Loan as to which the Mortgage Rate
thereon has been permanently reduced and not recaptured for any period in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Master Servicer or Special Servicer pursuant to Section
3.20, the amount of the consequent reduction, if any, 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": With respect to each 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.

            "Registered Certificates": The Class X, Class A-1, Class A-2, Class
B,(Class C, Class D and Class E Certificates.

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

            "Reinvestment Yield":  As defined in Section 4.01(a).

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code.

            "REMIC Administrator": ________________________ its successor in
interest, or any successor REMIC administrator appointed as herein provided.

            "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) the
Mortgage Loans as from time to time are subject to this Agreement and all
payments under and proceeds of such Mortgage Loans received or receivable after
the Cut-off Date (other than payments of principal, interest and other amounts
due and payable on the Mortgage Loans on or before the Cut-off Date), together
with all documents, Escrow Payments and Reserve Funds delivered or caused to be
delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan
Seller; (ii) any REO Property acquired in respect of a Mortgage Loan and all
payments and proceeds of such REO Property; and (iii) such funds or assets as
from time to time are deposited in the Distribution Account, the Certificate
Account and the REO Account (if established).

            "REMIC I Regular Interest": Any of the 22 separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I 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 I Regular Interests are set forth in the
Preliminary Statement hereto.

            "REMIC I Remittance Rate": With respect to any Major REMIC I Regular
Interest, for any Distribution Date, the Weighted Average Adjusted Net Mortgage
Rate for such Distribution Date. With respect to any Minor REMIC I Regular
Interest, for any Distribution Date, the fixed rate per annum specified as such
in respect of such Minor REMIC I Regular Interest in the Preliminary Statement
hereto.

            "REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests, with respect to which a separate REMIC election is to
be made.

            "REMIC II Certificate": Any Certificate, other than a Class R-I
Certificate.

            "REMIC II Regular Certificate": Any REMIC II Certificate, other than
a Class R-II Certificate.

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

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

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "[Special
Servicer], as Special Servicer, in trust for registered holders of Banc of
America Commercial Mortgage Inc., Mortgage Pass-Through Certificates, Series
200__-__".

            "REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09.

            "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(d).

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

            "REO Loan": The mortgage loan deemed for purposes hereof to be
outstanding with respect to each REO Property acquired in respect of any
Mortgage Loan. Each REO Loan shall be deemed to provide for monthly payments of
principal and/or interest equal to its Assumed Monthly Payment and otherwise to
have the same terms and conditions as the predecessor Mortgage Loan. Each REO
Loan shall be deemed to have an initial unpaid principal balance and Stated
Principal Balance equal to the unpaid principal balance and Stated Principal
Balance, respectively, of the predecessor Mortgage Loan as of the date of the
related REO Acquisition. In addition, all Monthly Payments (other than any
Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage
Loan delinquent in respect of its Balloon Payment) and other amounts due and
owing, or deemed to be due and owing, in respect of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, shall be deemed to continue
to be due and owing in respect of an REO Loan. All amounts payable or
reimbursable to the Master Servicer, the Special Servicer and/or the Trustee in
respect of the related Mortgage Loan as of the date of the related REO
Acquisition, including, without limitation, any unpaid Servicing Fees and any
unreimbursed Advances, together with any Advance Interest accrued and payable to
the Master Servicer, Special Servicer and/or the Trustee in respect of such
Advances, shall continue to be payable or reimbursable to the Master Servicer,
Special Servicer and/or Trustee as the case may be, in respect of an REO Loan.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Trustee for the benefit of the Certificateholders
pursuant to Section 3.09 through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.

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

            "REO Status Report": A report or reports substantially in the form
of Exhibit E 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 or reports, (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
Collection Period ending on such Determination Date and (iii) the value of the
REO Property based on the most recent Appraisal or other valuation thereof
available to the Master Servicer as of such Determination Date (including any
valuation prepared internally by the Special Servicer).

            "REO Tax": As defined in Section 3.17(a).

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

            "Required Appraisal Loan": As defined in Section 3.19(b).

            "Required Claims-Paying Ratings": With respect to any insurance
carrier, claims-paying ability ratings at least equal to the following minimum
ratings assigned to such carrier by at least two of the following parties and,
in any event, by each Rating Agency that assigned a rating to the claims-paying
ability of such insurance carrier: ________ ("____" or better), _______________
("__" or better), ____ ("___" or better), ___________________________, ___
_____________________________________ ("__" or better) and ______________
("____" or better); unless each of the Rating Agencies has confirmed in writing
that an insurance company with lower or fewer claims-paying ability ratings
shall not result, in and of itself, in a downgrading, withdrawal or
qualification of the then current rating assigned by such Rating Agency to any
Class of Certificates.

            "Reserve Account": The account or accounts created and maintained
pursuant to Section 3.03(d).

            "Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor to be held in escrow by or on behalf of the
mortgagee representing reserves for principal and interest payments, repairs,
replacements, capital improvements (including, without limitation, tenant
improvements and leasing commissions), and/or environmental testing and
remediation with respect to the related Mortgaged Property.

            "Residual Certificate": Any Class R-I or Class R-II Certificate.

            "Responsible Officer": When used with respect to the Trustee, any
officer assigned to the Asset-Backed Securities Trust Services Group, any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers to whom a
particular matter is referred by the Trustee because of such officer's knowledge
of and familiarity with the particular subject. When used with respect to any
Certificate Registrar (other than the Trustee), any officer or assistant officer
thereof.

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

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

            "Senior Certificate": Any Class A-1, Class A-2 or Class X
Certificate.

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Class Principal Balance of the Class
A-1 and Class A-2 Certificates outstanding immediately prior to such
Distribution Date exceeds the sum of (a) the aggregate Stated Principal Balance
of the Mortgage Pool that will be outstanding immediately following such
Distribution Date, plus (b) the lesser of (i) the Principal Distribution Amount
for such Distribution Date and (ii) the portion of the Available Distribution
Amount for such Distribution Date that will remain after the distributions of
interest to be made on the Senior Certificates on such Distribution Date have
been so made.

            "Sequential Pay Certificate": Any Class A, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J or Class K Certificate.

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

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred or to be incurred, as the context
requires, by the Master Servicer or the Special Servicer (or, if applicable, the
Trustee) in connection with the servicing of a Mortgage Loan after a default,
delinquency or other unanticipated event, or in connection with the
administration of any REO Property, including, but not limited to, the cost of
(a) compliance with the obligations of the Master Servicer and/or the Special
Servicer set forth in Sections 3.03(c) and 3.09, (b) the preservation,
insurance, restoration, protection and management of a Mortgaged Property, (c)
obtaining any Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan or REO Property, (d) any enforcement or judicial proceedings with
respect to a Mortgaged Property, including, without limitation, foreclosures,
and (e) the operation, management, maintenance and liquidation of any REO
Property; 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 the Special Servicer hereunder
shall be considered "Servicing Advances" for the purposes hereof.

            "Servicing Fees": With respect to each Mortgage Loan and REO Loan,
the Master Servicing Fee and the Special Servicing Fee.

            "Servicing File": Any documents (other than documents required to be
part of the related Mortgage File), including, without limitation, the related
environmental site assessment report(s) referred to in Section 2.05(c)(xiv), in
the possession of the Master Servicer or the Special Servicer and relating to
the origination and servicing of any Mortgage Loan.

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

            "Servicing Return Date": With respect to any Corrected Mortgage
Loan, the date that servicing thereof is returned by the Special Servicer to the
Master Servicer pursuant to Section 3.21(a).

            "Servicing Standard": With respect to each of the Master Servicer
and the Special Servicer, to service and administer the Mortgage Loans and any
REO Properties for which such Person is responsible hereunder: (a) in accordance
with the higher standard of (i) the same manner in which, and with the same
care, skill, prudence and diligence with which, the Master Servicer or Special
Servicer, as the case may be, generally services and administers comparable
mortgage loans or assets, as applicable, for other third parties, and (ii) the
same manner in which, and with the same care, skill, prudence and diligence with
which, the Master Servicer or the Special Servicer, as the case may be,
generally services and administers comparable mortgage loans or assets, as
applicable, owned by it; (b) with a view to the timely collection of all Monthly
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 present value basis (the relevant discounting of anticipated collections
that will be distributable to Certificateholders to be performed at the related
Net Mortgage Rate (or, in the case of a Hyper-Amortization Loan after its
Anticipated Repayment Date, the related Net Mortgage Rate in effect immediately
prior to such Anticipated Repayment Date)); and (c) without regard to: (i) any
relationship that the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof may have with any related Mortgagor; (ii) the
ownership of any Certificate by the Master Servicer or the Special Servicer, as
the case may be, or by any Affiliate thereof; (iii) the Master Servicer's
obligation to make Advances; (iv) the Special Servicer's obligation to make (or
to direct the Master Servicer to make) Servicing Advances; and (v) the right of
the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any
Affiliate thereof), as the case may be, to receive compensation for its services
or reimbursement of costs hereunder or with respect to any particular
transaction.

            "Servicing Transfer Event": 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".

            "Single Certificate": For purposes of Section 4.02(a), a
hypothetical Certificate of any Class of REMIC II Regular Certificates
evidencing a $1,000 denomination or, in the case of a Class X Certificate, a
100% Percentage Interest in the related Class.

            "Special Servicer": ________________________________, its successor
in interest, or any successor special servicer appointed as herein provided.

            "Special Servicer Loan Status Report": A report or reports setting
forth, among other things, as of the close of business on the Determination Date
immediately preceding the preparation of such report or reports, (i) the
aggregate unpaid principal balance of all Specially Serviced Mortgage Loans and
(ii) a loan-by-loan listing of all Specially Serviced Mortgage Loans indicating
their status, date and reason for transfer to the Special Servicer,
substantially in the form, and including such additional information, as is
contemplated on page [___] of the Prospectus Supplement.

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, the fee designated as such and payable to the
Special Servicer pursuant to the first paragraph of Section 3.11(c).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0._____% per annum.

            "Specially Serviced Mortgage Loan": Any Mortgage Loan as to which
any of the following events has occurred:

            (a)   the related Mortgagor has failed to make when due any
                  Balloon Payment, which failure has continued, or the Master
                  Servicer determines, in its good faith and reasonable
                  judgment, will continue, unremedied for 30 days; or

            (b)   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 has continued, or the Master Servicer
                  determines, in its good faith and reasonable judgment, will
                  continue, unremedied for 60 days; or

            (c)   the Master Servicer has determined, in its good faith and
                  reasonable judgment, that a default in the making of a Monthly
                  Payment (including, without limitation, a Balloon 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; or

            (d)   there shall have occurred a default under the related loan
                  documents, other than as described in clause (a) or (b) above,
                  that may, in the Master Servicer's good faith and reasonable
                  judgment, materially impair the value of the related Mortgaged
                  Property as security for the Mortgage Loan or otherwise
                  materially and adversely affect the interests of
                  Certificateholders, which default has continued unremedied for
                  the applicable cure period under the terms of the Mortgage
                  Loan (or, if no cure period is specified, 60 days); or

            (e)   a decree or order of a court or agency or supervisory
                  authority having jurisdiction in the premises in an
                  involuntary case under any present or future federal or state
                  bankruptcy, insolvency or similar law or the appointment of a
                  conservator or receiver or liquidator in any insolvency,
                  readjustment of debt, marshalling 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 or unstayed for a period of 60 days; or

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

            (g)   the related Mortgagor shall 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

            (h)   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,
when the related Mortgaged Property has become an REO Property, 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 3.20);

            (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 default is cured; and

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

            "Standby Fee": With respect to each Mortgage Loan and each REO Loan,
the fee designated as such and payable to the Special Servicer pursuant to the
second paragraph of Section 3.11(c).

            "Standby Fee Rate": With respect to each Mortgage Loan and each REO
Loan, 0.02% per annum.

            "Startup Day": With respect to each of REMIC I and REMIC II, the day
designated as such in Section 10.01(c).

            "Stated Maturity Date": 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 3.20 and, in the case of a
Hyper-Amortization Loan, without regard to its Anticipated Repayment Date.

            "Stated Principal Balance": With respect to any Mortgage Loan (and
any successor REO Loan), a principal amount initially equal to the Cut-off Date
Balance of such Mortgage Loan, that is permanently reduced on each Distribution
Date (to not less than zero) by (i) all payments (or P&I Advances in lieu
thereof) of, and all other collections allocated as provided in Section 1.02 to,
principal of or with respect to such Mortgage Loan (or successor REO Loan) that
are (or, if they had not been applied to cover any Additional Trust Fund
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 (or successor REO Loan) during the related Collection Period.
Notwithstanding the foregoing, if a Liquidation Event occurs in respect of any
Mortgage Loan or REO Property, then the "Stated Principal Balance" of such
Mortgage Loan or of the related REO Loan, as the case may be, shall be zero
commencing as of the Distribution Date in the Collection Period next following
the Collection Period in which such Liquidation Event occurred.

            "Subordinated Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K or Residual Certificate.

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

            "Sub-Servicer Termination Compensation": As defined in Section
3.22(d).

            "Sub-Servicer Termination Fee": As defined in Section 3.22(d).

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

            "Tax Matters Person": With respect to each of REMIC I and REMIC II,
the Person designated as the "tax matters person" of such REMIC in the manner
provided under Treasury regulation section 1.860F-4(d) and temporary Treasury
regulation section 301.6231(a)(7)-1T. The "Tax Matters Person" for each of REMIC
I and REMIC II is the Holder of Certificates evidencing the largest Percentage
Interest in the related Class of Residual Certificates.

            "Tax Returns": 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 and REMIC II due to its classification
as a REMIC under the REMIC Provisions, together with any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal or
Applicable State Law.

            "Termination Strip": As defined in Section 3.22(d).

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

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

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

            "Trust": The common law trust created hereby.

            "Trust Fund": Collectively, all of the assets of REMIC I and REMIC
II.

            "Trustee": _________________, in its capacity as Trustee hereunder,
its successor in interest, or any successor trustee appointed as herein
provided.

            "Trustee Fee": The fee payable to the Trustee on each Distribution
Date for its services as Trustee hereunder, in an aggregate amount equal to one
month's interest at the Trustee Fee Rate in respect of each Mortgage Loan and
REO Loan, calculated on the same basis as is applicable to the accrual of
interest on such Mortgage (i.e., on the basis of, as applicable, a 360-day year
consisting of twelve 30-day months or the actual number of days elapsed during
each calendar month in a 360-day year) and accrued on the Stated Principal
Balance of such Mortgage Loan or REO Loan, as the case may be, immediately prior
to such Distribution Date for the most recently ended calendar month.

            "Trustee Fee Rate": A rate of 0.005% per annum.

            "UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.

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

            "UCC-1", "UCC-2" and "UCC-3": UCC financing statements on Form
UCC-1, Form UCC-2 and Form UCC-3, respectively.

            "Uncertificated Accrued Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, one month's interest (calculated on
the basis of a 360-day year consisting of twelve 30-day months) at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued on the Uncertificated Principal Balance of such REMIC
I Regular Interest outstanding immediately prior to such Distribution Date. The
Uncertificated Accrued Interest in respect of any REMIC I Regular Interest for
any Distribution Date shall be deemed to have accrued during the applicable
Interest Accrual Period.

            "Uncertificated Distributable Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, the Uncertificated Accrued Interest
in respect of such REMIC I Regular Interest for such Distribution Date, reduced
(to not less than zero) by the product of (i) the Net Aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date, multiplied by (ii) a
fraction, the numerator of which is the Uncertificated Accrued Interest in
respect of such REMIC I Regular Interest for such Distribution Date, and the
denominator of which is the aggregate Uncertificated Accrued Interest in respect
of all the REMIC I Regular Interests for such Distribution Date.

            "Uncertificated Principal Balance": The principal amount of any
REMIC I 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 amount specified as its initial Uncertificated
Principal Balance in the Preliminary Statement hereto. On each Distribution
Date, the Uncertificated Principal Balance of each REMIC I Regular Interest
shall be permanently reduced by all distributions of principal deemed to have
been made thereon on such Distribution Date pursuant to Section 4.05(a) and, if
and to the extent appropriate, shall be further permanently reduced on such
Distribution Date as provided in Section 4.05(d).

            "United States Person": A citizen or resident of the United States,
a corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust,
all within the meaning of Section 7701(a)(30) of the Code.

            "USPAP": The Uniform Standards of Professional Appraisal Practices.

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 94.0% of the Voting Rights shall be allocated among the
Holders of the various outstanding Classes of Sequential Pay Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
6.0% of the Voting Rights shall be allocated to the Holders of the Class X
Certificates. Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders in proportion to the Percentage
Interests evidenced by their respective Certificates.

            "Weighted Average Adjusted Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the respective Adjusted Net Mortgage
Rates for all the Mortgage Loans and REO Loans, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans and REO Loans
outstanding immediately prior to such Distribution Date.

            "Workout Fee": With respect to each Corrected Mortgage Loan, the fee
designated as such and payable to the Special Servicer pursuant to the third
paragraph of Section 3.11(c).

            "Workout Fee Rate": With respect to each Corrected Mortgage Loan as
to which a Workout Fee is payable, ____%.

            SECTION 1.02 Certain Calculations in Respect of the Mortgage Pool.

            (a) All amounts collected in respect of any Group of
Cross-Collateralized Mortgage Loans in the form of payments from Mortgagors,
Insurance 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 of the Mortgage Loans constituting such Group. All amounts collected in
respect of or allocable to any particular individual Mortgage Loan (whether or
not such Mortgage Loan is a Cross-Collateralized Mortgage Loan) in the form of
payments from Mortgagors, Liquidation Proceeds or Insurance Proceeds shall be
applied for purposes of this Agreement (including, without limitation, for
purposes of determining distributions on the Certificates pursuant to Article IV
and additional compensation payable to the Master Servicer, the Special Servicer
and any Sub-Servicers) as follows: first, as a recovery of any related
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest (excluding, in the case of
a Hyper-Amortization Loan after its Anticipated Repayment Date, Additional
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 Prepayment Premium then due and owing under
such Mortgage Loan; seventh, as a recovery of any Default 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 other
than remaining unpaid principal; tenth, as an early recovery of any remaining
principal of such Mortgage Loan to the extent of its entire remaining unpaid
principal balance; and, eleventh, in the case of a Hyper-Amortization Loan after
its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional
Interest on such Hyper-Amortization Loan, to but not including the date of
receipt. The Master Servicer shall, to the fullest extent permitted by
applicable law and the related Mortgage Loan documents, apply all payments on
and proceeds of each Mortgage Loan to amounts actually due and owing from the
related Mortgagor in a manner consistent with the foregoing and shall maintain
accurate records of how all such payments and proceeds are actually applied and
are applied for purposes of this Agreement.

            (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 applied for purposes of
this Agreement (including, without limitation for purposes of determining
distributions on the Certificates pursuant to Article IV and additional
compensation payable to the Master Servicer, the Special Servicer and any
Sub-Servicers) as follows: first, as a recovery of any related unreimbursed
Servicing Advances; second, as a recovery of accrued and unpaid interest
(excluding, in the case of an REO Loan that relates to a Hyper-Amortization Loan
after its Anticipated Repayment Date, Additional Interest) on the related REO
Loan at the related Mortgage Rate to but not including the Due Date in the
Collection Period of receipt; third, as a recovery of principal of the related
REO Loan to the extent of its entire unpaid principal balance; fourth, as a
recovery of any Prepayment Premium then due and owing under such REO Loan;
fifth, as a recovery of any other amounts (including, without limitation,
Default Charges) deemed to be due and owing in respect of the related REO Loan;
and, sixth, in the case of an REO Loan that relates to a Hyper-Amortization Loan
after its Anticipated Repayment Date, as a recovery of accrued and unpaid
Additional Interest on such REO Loan to but not including the date of receipt.

            (c)   For the purposes of calculating distributions pursuant to
this Agreement, Additional Interest on a Hyper-Amortization Loan or a successor
REO Loan shall be deemed not to constitute principal or any portion thereof and
shall not be added to the unpaid principal balance or Stated Principal Balance
of such Hyper-Amortization Loan or successor REO Loan. To the extent any
Additional Interest is not paid on a current basis, it shall be deemed to be
deferred interest.

            (d)   Insofar as amounts received in respect of any Mortgage Loan
or REO Property and allocable to fees and charges owing in respect of such
Mortgage Loan or the related REO Loan, as the case may be, that constitute
additional servicing compensation payable to the Master Servicer and/or Special
Servicer pursuant to Section 3.11, are insufficient to cover the full amount of
such fees and charges, such amounts shall be allocated between such of those
fees and charges as are payable to the Master Servicer, on the one hand, and
such of those fees and charges as are payable to the Special Servicer, on the
other, pro rata in accordance with their respective entitlements, and such
payments so made shall constitute the sole amount that will be paid to the
Master Servicer and the Special Servicer with respect thereto.

            (e)   The foregoing applications of amounts received in respect of
any Mortgage Loan or REO Property shall be determined by the Master Servicer and
reflected in the reports to be delivered thereby pursuant to Section 4.02(b).

<PAGE>


                                   ARTICLE II

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

            SECTION 2.01 Conveyance of Mortgage Loans.

            (a)   It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement. _____________________ is hereby
appointed, and does hereby agree to act, as Trustee hereunder and, in such
capacity, to hold the Trust Fund in trust for the exclusive use and benefit of
all present and future Certificateholders. It is not intended that this
Agreement create a partnership or a joint-stock association.

            (b)   Each of the Depositor and, at the direction of the Depositor
given pursuant to the Mortgage Loan Purchase Agreement, the Mortgage Loan
Seller, concurrently with its execution and delivery hereof, does hereby assign,
transfer, sell and otherwise convey to the Trustee without recourse for the
benefit of the Certificateholders all the right, title and interest of the
Depositor and the Mortgage Loan Seller, respectively, in, to and under the
Mortgage Loans identified on the Mortgage Loan Schedule and all other assets
included or to be included in REMIC I. Such assignment includes (i) the Mortgage
Loans as from time to time are subject to this Agreement and all payments under
and proceeds of such Mortgage Loans received or receivable after the Cut-off
Date (other than payments of principal, interest and other amounts due and
payable on the Mortgage Loans on or before the Cut-off Date), together with all
documents delivered or caused to be delivered hereunder with respect to such
Mortgage Loans by the Mortgage Loan Seller; (ii) any REO Property acquired in
respect of a Mortgage Loan; and (iii) such funds or assets as from time to time
are deposited in the Distribution Account, the Certificate Account and the REO
Account (if established).

      It is intended that the conveyance of the Mortgage Loans and the related
rights and property by the Depositor and the Mortgage Loan Seller to the
Trustee, as provided in this Section be, and be construed as, an absolute
transfer of the Mortgage Loans by the Depositor and the Mortgage Loan Seller to
the Trustee for the benefit of the Certificateholders. It is, further, not
intended that such conveyance be deemed a pledge of the Mortgage Loans by the
Depositor or the Mortgage Loan Seller to the Trustee to secure a debt or other
obligation of the Depositor or the Mortgage Loan Seller, as the case may be.
However, in the event that the Mortgage Loans are held to be property of the
Depositor or the Mortgage Loan Seller, or if for any reason this Agreement is
held or deemed to create a security interest in the Mortgage Loans, then it is
intended that, (i) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (ii) the conveyance provided for in this Section shall be deemed
to be a grant by the Depositor and the Mortgage Loan Seller to the Trustee, for
the benefit of the Certificateholders, of a security interest in all of their
respective right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Notes, the Mortgages, any related insurance policies and all other documents in
the related Mortgage Files, (B) all amounts payable to the holders of the
Mortgage Loans in accordance with the terms thereof and (C) all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or invested in the Certificate Account, the Distribution Account or
the REO Account, whether in the form of cash, instruments, securities or other
property; (iii) the possession by the Trustee or its agent of the Mortgage Notes
and such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be "possession by the secured
party" or possession by a purchaser or a Person designated by such secured
party, for purposes of perfecting the security interest pursuant to the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Section 9-305, 8-313 or 8-321
thereof); and (d) notifications to, 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. The Depositor, the
Mortgage Loan Seller and the Trustee shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans, 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 this Agreement. At the Depositor's direction, the Trustee shall execute and
deliver, and the Master Servicer shall (at its expense) file, all filings
necessary to maintain the effectiveness of any original filings necessary under
the Uniform Commercial Code as in effect in any jurisdiction to perfect and
maintain the Trustee's security interest in or lien on the Trust Fund, including
without limitation (A) continuation statements and (B) such other statements as
may be occasioned by any transfer of any interest of the Trustee, the Master
Servicer, the Special Servicer or the Depositor in the Trust Fund. 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) In connection with the Mortgage Loan Seller's assignment
pursuant to subsection (b) above, the Mortgage Loan Seller shall 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 by the
Mortgage Loan Seller hereunder. If the Mortgage Loan Seller is unable to deliver
or cause the delivery of any original Mortgage Note, it may deliver a copy of
such Mortgage Note, together with a lost note affidavit, and shall thereby be
deemed to have satisfied the document delivery requirements of this Section
2.01(c). If the Mortgage Loan Seller cannot so deliver, or cause to be
delivered, as to any Mortgage Loan, the original or a copy of any of the
documents and/or instruments referred to in clauses [(ii), (iv), (viii), (xi)(A)
and (xii)] of the definition of "Mortgage File", with 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, as the case may be, the delivery
requirements of this Section 2.01(c) 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 a copy of such document or
instrument (without evidence of recording or filing thereon, but certified
(which certificate may relate to multiple documents and/or instruments) by the
Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted for recording or filing, as the case may be) is delivered to the
Trustee or a Custodian appointed thereby on or before the Closing Date, and
either the original of such missing document or instrument, or a copy thereof,
with evidence of recording or filing, as the case may be, thereon, is delivered
to the Trustee or such Custodian within _____ days of 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 Mortgage Loan
Seller has provided the Trustee with evidence of such submission for recording
or filing, as the case may be, or has certified to the Trustee as to the
occurrence of such submission for recording or filing, as the case may be, and
is, as certified to the Trustee no less often than monthly, in good faith
attempting to obtain from the appropriate recording or filing office such
original or copy). If the Mortgage Loan Seller cannot or does not so deliver, or
cause to be delivered, as to any Mortgage Loan, the original of any of the
documents and/or instruments referred to in clauses [(iii), (v), and (xi)(B)] of
the definition of "Mortgage File", because such document or instrument has been
delivered for recording or filing, as the case may be, the delivery requirements
of this Section 2.01(c) 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 a copy of such document or instrument
(without evidence of recording or filing thereon, but certified (which
certificate may relate to multiple documents and/or instruments) by the Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted for
recording or filing, as the case may be) is delivered to the Trustee or a
Custodian appointed thereby on or before the Closing Date, and either the
original of such missing document or instrument, or a copy thereof, with
evidence of recording or filing, as the case may be, thereon, is delivered to
the Trustee or such Custodian within _____ days of 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 Mortgage Loan Seller
has provided the Trustee with evidence of such submission for recording or
filing, as the case may be, or has certified to the Trustee as to the occurrence
of such submission for recording or filing, as the case may be, and is, as
certified to the Trustee no less often than monthly, in good faith attempting to
obtain from the appropriate recording or filing office such original or copy).
If the Mortgage Loan Seller cannot so deliver, or cause to be delivered, as to
any Mortgage Loan, 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 2.01(c) 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 the Mortgage Loan Seller shall have delivered to
the Trustee or a Custodian appointed thereby, on or before the Closing Date, a
commitment for title insurance "marked-up" at the closing of such Mortgage Loan,
and the Mortgage Loan Seller shall deliver to the Trustee or such Custodian,
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 Depositor, the Master Servicer or the
Special Servicer shall in any way be liable for any failure by the Mortgage Loan
Seller to comply with the delivery requirements of this Section 2.01(c).

      If any of the endorsements referred to in clause (i) of the definition of
"Mortgage File", any of the assignments of Mortgage referred to in clause (iii)
of the definition of "Mortgage File", any of the assignments of Assignment of
Leases referred to in clause (v) of the definition of "Mortgage File", or any of
the assignments of Security Agreement referred to in clause (vii) of the
definition of "Mortgage File" are delivered to the Trustee in blank, the Trustee
shall (without being obligated to record or file such) be responsible for
completing the related endorsement or assignment in the name of the Trustee (in
such capacity).

            (d)   The Mortgage Loan Seller shall, as to each Mortgage Loan, at
its own expense, promptly (and in any event within _____ days of the Closing
Date) submit or 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 referred to in clauses (iii) and (v)
of the definition of "Mortgage File" and each UCC-1, UCC-2 and UCC-3, if any,
referred to in clause (xi)(B) of the definition of "Mortgage File". Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee following recording, and each such UCC-1, UCC-2 and UCC-3
shall reflect that the file copy thereof should be returned to the Trustee
following filing. At such time as such assignments, UCC-1s, UCC-2s and UCC-3s
have been returned to the Trustee, the Trustee shall promptly forward a copy of
each thereof to the Master Servicer. If any such document or instrument is lost
or returned unrecorded or unfiled, as the case may be, because of a defect
therein, the Mortgage Loan Seller shall promptly prepare or cause the
preparation of a substitute therefor or cure or cause the curing of such defect,
as the case may be, and thereafter the Mortgage Loan Seller, shall, at its own
expense, submit the substitute or corrected documents or cause such to be
submitted for recording or filing, as appropriate.

            (e)   All documents and records in the Mortgage Loan Seller's
possession (or under its control) relating to the Mortgage Loans 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 Mortgage Loan Seller (or under its control) with respect to the Mortgage
Loans, shall be delivered or caused to be delivered by the Mortgage Loan Seller
to the Master Servicer, within _____ days of the Closing Date, and shall be
retained by the Master Servicer on behalf of the Trustee in trust for the
benefit of the Certificateholders.

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

            SECTION 2.02  Acceptance of REMIC I by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to any
exceptions noted on the Schedule of Exceptions to Mortgage File Delivery
attached hereto as Schedule VI, to the provisions of Section 2.01 and to the
further review provided for in this Section 2.02, of, with respect to each
Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or
a copy of the Mortgage (with evidence of recording thereon), and an original
assignment of such Mortgage executed in favor of the Trustee (in such capacity)
and of all other assets included in REMIC I, in good faith and without notice of
any adverse claim, and declares that it or a Custodian on its behalf holds and
will hold the documents delivered or caused to be delivered by the Mortgage Loan
Seller in respect of the Mortgage Loans, and that it holds and will hold such
other assets included in REMIC I, in trust for the exclusive use and benefit of
all present and future Certificateholders.

            (b) Within ___ days of the Closing Date (or, in the case of any
Mortgage Loan as to which a Servicing Transfer Event has occurred during
such ___-day period of which event the Trustee has notice, within the shorter of
___ days of the Closing Date and ____ Business Days of the Trustee's receiving
such notice), the Trustee or a Custodian on its behalf shall review each of the
documents delivered or caused to be delivered by the Mortgage Loan Seller with
respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly
following such review, the Trustee shall, subject to Section 2.02(d), certify in
writing to each of the Depositor, the Master Servicer, the Special Servicer and
the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full), and except as
specifically identified in any exception report annexed to such certification,
(i) all documents specified in clauses [(i) through (iii), (ix)] and, if the
Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold
interest in the related Mortgaged Property, (xiii) of the definition of
"Mortgage File" are in its possession or the possession of a Custodian on its
behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery
requirements in respect of such documents in accordance with Section 2.01(c),
(ii) all documents received by it or any Custodian in respect of such Mortgage
Loan have been reviewed by it or by a Custodian on its behalf and appear regular
on their face and relate to such Mortgage Loan, and (iii) based on such
examination and only as to the foregoing documents, the information set forth in
the Mortgage Loan Schedule with respect to the items specified in clauses [(ii),
(iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is
correct.

            (c) The Trustee or a Custodian on its behalf shall review each of
the documents relating to the Mortgage Loans received thereby subsequent to the
Closing Date; and, on or about the first anniversary of the Closing Date, the
Trustee shall, subject to Section 2.02(d), certify in writing to each of the
Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan
Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other
than any Mortgage Loan paid in full or otherwise liquidated), and except as
specifically identified in any exception report annexed to such certification,
(i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage
Loan Schedule specifies that the related Mortgagor has a leasehold interest in
the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are
in its possession or the possession of a Custodian on its behalf, or the
Mortgage Loan Seller has otherwise satisfied the delivery requirements in
respect of such documents in accordance with Section 2.01(c), (ii) it or a
Custodian on its behalf has received either the original or copy of each of the
assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage
File" that were delivered by the Mortgage Loan Seller with evidence of recording
thereon, (iii) all documents received by it or any Custodian in respect of such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
appear regular on their face and relate to such Mortgage Loan, and (iv) based on
the examinations referred to in subsection (b) above and this subsection (c) and
only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv)
and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct.

            (d) It is herein acknowledged that, notwithstanding any other
provision hereof, neither the Trustee nor any Custodian is under any duty or
obligation (i) to determine whether any of the documents specified in clauses
[(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the
definition of "Mortgage File" exist or are required to be delivered by the
Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are
genuine, enforceable, in recordable form or appropriate for the represented
purpose, or that they are other than what they purport to be on their face.

            (e) If, in the process of reviewing the documents delivered or
caused to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c),
the Trustee or any Custodian discovers that any document required to have been
delivered pursuant to Section 2.01(c) has not been so delivered, or discovers
that any of the documents that were delivered has not been properly executed,
contains information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule, or is
defective on its face (each, including, without limitation, that a document is
missing, a "Document Defect"), or if, at any other time, the Trustee or any
other party hereto discovers a Document Defect in respect of any Mortgage Loan,
the party discovering such Document Defect shall promptly so notify each of the
other parties hereto. If and when such party is notified of or discovers any
error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly
correct such error and distribute a new, corrected Mortgage Loan Schedule to
each of the other parties hereto. Such new, corrected Mortgage Loan Schedule
shall be deemed to amend and replace the existing Mortgage Loan Schedule.

            SECTION 2.03   Mortgage Loan Seller's Repurchase of Mortgage
                           Loans for Document Defects and Certain Breaches
                           of Representations and Warranties.

            (a) Within ___ days of the earlier of discovery or receipt of notice
by the Mortgage Loan Seller, of a Document Defect in respect of any Mortgage
Loan or a breach of any representation or warranty set forth in Section 2.05(c)
in respect of any Mortgage Loan, which Document Defect or breach, as the case
may be, materially and adversely affects the value of such Mortgage Loan or the
interests of the Certificateholders therein, the Mortgage Loan Seller shall cure
such Document Defect or breach, as the case may be, in all material respects or
repurchase (or, cause an Affiliate to purchase) the affected Mortgage Loan at
the applicable Purchase Price by deposit of such Purchase Price into the
Certificate Account and delivery to the Trustee of a written certification that
such deposit has been made. Notwithstanding the immediately preceding sentence,
within ____ days of the earlier of discovery or receipt of notice by the
Mortgage Loan Seller that there is a breach of the representation and warranty
set forth in Section 2.05(c)(xxxi) (i.e., that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code), the Mortgage Loan Seller shall repurchase such Mortgage Loan at the
applicable Purchase Price by deposit of such Purchase Price into the Certificate
Account and delivery to the Trustee of a written certification that such deposit
has been made.

            (b) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Master Servicer and the
Special Servicer shall each tender or cause to be tendered to the Mortgage Loan
Seller, upon delivery to each of the Trustee, the Master Servicer and the
Special Servicer of a receipt executed by the Mortgage Loan Seller, all portions
of the Mortgage File and other documents and funds pertaining to such Mortgage
Loan possessed by it (or any Custodian or Sub-Servicer on its behalf), and each
document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed or assigned, as the case may be, to or
at the direction of the Mortgage Loan Seller, in the same manner. The form,
sufficiency and expense of all such instruments and certificates shall be the
responsibility of the Mortgage Loan Seller.

            (c) This Section 2.03 provides the sole remedies available to the
Certificateholders, or to the Trustee on behalf of the Certificateholders,
respecting any Document Defect or any breach of any representation or warranty
set forth in Section 2.05(c) hereof. If the Mortgage Loan Seller defaults on its
obligations to repurchase any Mortgage Loan in accordance with Section 2.03(a)
hereof, or disputes its obligation to repurchase any Mortgage Loan in accordance
with any such provision, the Trustee shall promptly notify the
Certificateholders and, subject to Sections 8.01 and 8.02 and its right to
reimbursement pursuant to Section 8.05(b), shall take such action as may be
appropriate to enforce such payment or performance, including, without
limitation, the institution and prosecution of appropriate proceedings. If it is
judicially determined or subsequently agreed that the Mortgage Loan Seller is
required to repurchase such Mortgage Loan under Section 2.03(a) or 2.03(b)
hereof, the Mortgage Loan Seller shall reimburse the Trustee for all necessary
and reasonable costs and expenses incurred in connection with such enforcement,
and otherwise the Trustee's right of reimbursement shall be limited to amounts
on deposit in the Distribution Account from time to time in accordance with
Section 8.05(b) and to such other sources of security and indemnity as shall
have been offered to the Trustee by the Certificateholders.

            SECTION 2.04  Representations and Warranties of the Depositor.

            (a) The Depositor hereby represents and warrants to each of the
other parties to this Agreement and for the benefit of the Certificateholders,
as of the Closing Date, that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware.

            (ii) The execution and delivery of this Agreement by the Depositor,
      and the performance and compliance with the terms of this Agreement by the
      Depositor, will not violate the Depositor's certificate of incorporation
      or bylaws or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material agreement or other instrument to which it is a
      party or which is applicable to it or any of its assets.

            (iii) The Depositor has the full power and authority to enter into
      and consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Depositor, enforceable against the Depositor
      in accordance with the terms hereof, subject to (A) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (v) The Depositor is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Depositor's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Depositor to perform its obligations under this Agreement or the
      financial condition of the Depositor.

            (vi) The transfer of the Mortgage Loans to the Trustee as
      contemplated herein requires no regulatory approval, other than any such
      approvals as have been obtained, and is not subject to any bulk transfer
      or similar law in effect in any applicable jurisdiction.

            (vii) No litigation is pending or, to the best of the Depositor's
      knowledge, threatened against the Depositor which would prohibit the
      Depositor from entering into this Agreement or, in the Depositor's good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Depositor to perform its obligations
      under this Agreement or the financial condition of the Depositor.

            (b) Upon discovery by any of the parties hereto of a breach of any
of the foregoing representations and warranties which 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.

            SECTION 2.05  Representations and Warranties of the
                          Mortgage Loan Seller.

            (a) The Mortgage Loan Seller hereby represents and warrants to the
other parties hereto and for the benefit of the Certificateholders, as of the
Closing Date, that:

            (i) The Mortgage Loan Seller is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
      _______.

            (ii) The execution and delivery of this Agreement by the Mortgage
      Loan Seller, and the performance and compliance with the terms of this
      Agreement by the Mortgage Loan Seller, will not violate the Mortgage Loan
      Seller's certificate of incorporation and by-laws or constitute a default
      (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets.

            (iii) The Mortgage Loan Seller has the full power and authority to
      enter into and consummate all transactions contemplated by this Agreement,
      has duly authorized the execution, delivery and performance of this
      Agreement, and has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Mortgage Loan Seller, enforceable against
      the Mortgage Loan Seller in accordance with the terms hereof, subject to
      (A) applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws affecting the enforcement of creditors' rights generally, and
      (B) general principles of equity, regardless of whether such enforcement
      is considered in a proceeding in equity or at law.

            (v) The Mortgage Loan Seller is not in violation of, and its
      execution and delivery of this Agreement and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in the Mortgage Loan Seller's good
      faith and reasonable judgment, is likely to affect materially and
      adversely either the ability of the Mortgage Loan Seller to perform its
      obligations under this Agreement or the financial condition of the
      Mortgage Loan Seller.

            (vi)  No litigation is pending or, to the best of the Mortgage Loan
      Seller's knowledge, threatened against the Mortgage Loan Seller which
      would prohibit the Mortgage Loan Seller from entering into this Agreement
      or, in the Mortgage Loan Seller's good faith and reasonable judgment, is
      likely to materially and adversely affect either the ability of the
      Mortgage Loan Seller to perform its obligations under this Agreement or
      the financial condition of the Mortgage Loan Seller.

            (b) The Mortgage Loan Seller hereby represents and warrants with
respect to (but solely with respect to) each Mortgage Loan, to the other parties
hereto and for the benefit of the Certificateholders, as of the date hereinbelow
specified or, if no such date is specified, as of the Closing Date, that:

            (i) Immediately prior to the transfer thereof by the Mortgage Loan
      Seller to the Trustee, the Mortgage Loan Seller had good and marketable
      title to, and was the sole owner and holder of, such Mortgage Loan, free
      and clear of any and all liens, encumbrances and other interests on, in or
      to such Mortgage Loan (other than, in certain cases, the right of a
      sub-servicer to primary service such Mortgage Loan).

            (ii) The Mortgage Loan Seller had full right and authority to sell,
      assign and transfer such Mortgage Loan to or the Trustee.

            (iii) The information pertaining to such Mortgage Loan set forth in
      the Mortgage Loan Schedule was true and correct in all material respects
      as of the Cut-off Date.

            (iv) Such Mortgage Loan was not, as of the Cut-off Date or at any
      time during the twelve-month period prior thereto, 30 days or more
      delinquent in respect of any Monthly Payment of principal and/or interest
      required thereunder, without giving effect to any applicable grace period.

            (v) Each Mortgage securing such Mortgage Loan constitutes a valid
      first lien upon the related Mortgaged Property, including, without
      limitation, all buildings located thereon and all fixtures attached
      thereto, subject only to (and such Mortgaged Property is free and clear of
      all encumbrances and liens having priority over the lien of such Mortgage,
      except for) (A) the lien of current real property taxes and assessments
      not yet due and payable, (B) covenants, conditions and restrictions,
      rights of way, easements and other matters of public record, (C) the right
      of tenants (whether under ground leases, space leases or operating leases)
      at the Mortgaged Property to remain following a foreclosure or similar
      proceeding (provided that such tenants are performing under such leases),
      (D) exceptions and exclusions specifically referred to in the lender's
      title insurance policy issued or, as evidenced by a "marked-up"
      commitment, to be issued in respect of such Mortgage Loan and (E) if such
      Mortgage Loan is cross-collateralized with any other Mortgage Loan, the
      lien of the Mortgage for such other Mortgage Loan (the exceptions set
      forth in the foregoing clauses (A), (B), (C), (D), and (E), collectively,
      "Permitted Encumbrances"). Such Permitted Encumbrances do not materially
      interfere with the security intended to be provided by the related
      Mortgage(s), the current use of the related Mortgaged Property, or the
      current ability of such Mortgaged Property to generate net operating
      income sufficient to service the Mortgage Loan.

            (vi) The lien of each related Mortgage is insured by an ALTA
      lender's title insurance policy, or its equivalent as adopted in the
      applicable jurisdiction, issued by a nationally recognized title insurance
      company, insuring the originator of the related Mortgage Loan, its
      successors and assigns, as to the first priority lien of the Mortgage in
      the original principal amount of the related Mortgage Loan after all
      advances of principal, subject only to Permitted Encumbrances (or, if a
      title insurance policy has not yet been issued in respect of any Mortgage
      Loan, a policy meeting the foregoing description is evidenced by a
      commitment for title insurance "marked-up" at the closing of such loan).

            (vii) The Mortgage Loan Seller has not waived any material default,
      breach, violation or event of acceleration existing under the related
      Mortgage or Mortgage Note.

            (viii) There is no valid offset, defense or counterclaim to such
      Mortgage Loan.

            (ix) The Mortgage Loan Seller has not received actual notice (A)
      that there is any proceeding pending or threatened for the total or
      partial condemnation of the related Mortgaged Property or (B) that there
      is any material damage at the related Mortgaged Property that materially
      and adversely affects the value of such Mortgaged Property.

            (x) At origination, such Mortgage Loan complied in all material
      respects with all requirements of federal, state and local laws,
      including, without limitation, laws pertaining to usury, relating to the
      origination of such Mortgage Loan.

            (xi) The proceeds of such Mortgage Loan have been fully disbursed,
      and there is no requirement for future advances thereunder.

            (xii) The Mortgage Note and Mortgage(s) for such Mortgage Loan and
      all other documents and instruments evidencing, guaranteeing, insuring or
      otherwise securing such Mortgage Loan are each the legal, valid and
      binding obligation of the maker thereof (subject to any non-recourse
      provisions contained in any of the foregoing agreements and any applicable
      state anti-deficiency legislation), enforceable in accordance with their
      respective terms, except as such enforcement may be limited by bankruptcy,
      insolvency, reorganization, receivership, moratorium or other laws
      relating to or affecting the rights of creditors generally and by general
      principles of equity (regardless of whether such enforcement is considered
      in a proceeding in equity or at law).

            (xiii) The related Mortgaged Property is: (A) if a commercial
      property, insured by a fire and extended perils insurance policy, issued
      by an insurer meeting the requirements of such Mortgage Loan in an amount
      not less than the greater of (1) the replacement cost and (2) the amount
      necessary to avoid the operation of any co-insurance provisions with
      respect to such Mortgaged Property, and is also covered (except if such
      Mortgaged Property is operated as a mobile home park), by rental insurance
      in an amount equal to the gross rentals for at least a 12-month period
      (or, in the case of a Mortgaged Property not having an elevator, for at
      least a 6-month period) and broad form boiler and machinery insurance; no
      such insurance policy provides that it may be canceled, endorsed, altered
      or reissued to effect a change in coverage unless such insurer shall have
      first given the mortgagee under such Mortgage Loan thirty days prior
      written notice, and no notice has been received as of the date hereof; all
      premiums required to be paid on such policy have been paid; the related
      Mortgage obligates the Mortgagor to maintain all such insurance and, at
      the Mortgagor's failure to do so, authorizes the mortgagee under such
      Mortgage Loan to purchase such insurance at the Mortgagor's cost and
      expense and to seek reimbursement from such Mortgagor; and (B) if a
      multifamily property, insured by a fire and extended perils insurance
      policy, issued by an insurer meeting the requirements of such Mortgage
      Loan and covering rent loss and such other hazards, casualties,
      liabilities and contingencies the Master Servicer shall require and in
      such amounts and for such periods as the Master Servicer shall require; at
      least thirty days prior to the expiration date of such policy, the related
      Mortgage requires the Mortgagor to deliver to the mortgagee under such
      Mortgage Loan a renewal policy in form satisfactory to the Master
      Servicer; all premiums required to be paid on such policy have been paid;
      the Mortgage obligates the related Mortgagor to maintain all such
      insurance and, upon such Mortgagor's failure to do so, authorizes the
      mortgagee to purchase such insurance at the Mortgagor's cost and expense
      and to seek reimbursement from such Mortgagor. In addition, if the related
      Mortgaged Property is located in a federally designated special flood
      hazard area, the related Mortgagor is required to maintain flood insurance
      in respect thereof (exclusive of any parking lot or unused or undeveloped
      portion thereof).

            (xiv) In connection with or subsequent to the origination of such
      Mortgage Loan, one or more environmental site assessments (or an update of
      a previously conducted assessment) were performed with respect to the
      related Mortgaged Property, and the Mortgage Loan Seller, having made no
      independent inquiry other than reviewing the resulting report(s) and/or
      employing an environmental consultant to perform the assessment(s)
      referenced herein, has no knowledge of any material and adverse
      environmental condition or circumstance affecting such Mortgaged Property
      that was not disclosed in the related report(s).

            (xv) Except as indicated on the Mortgage Loan Schedule, such
      Mortgage Loan is not cross-collateralized with other Mortgage Loans in the
      Mortgage Pool. Such Mortgage Loan is not cross-collateralized with a
      mortgage loan outside the Mortgage Pool.

            (xvi) Except as indicated on Schedule III hereto or as contained in
      the related Mortgage File, the terms of the Mortgage Note and Mortgage(s)
      for such Mortgage Loan have not been impaired, waived, altered or modified
      in any material respect.

            (xvii) There are no delinquent taxes, ground rents, insurance
      premiums, assessments, including, without limitation, assessments payable
      in future installments, or other similar outstanding charges (and, to the
      actual knowledge of the Mortgage Loan Seller, at origination of such
      Mortgage Loan, there were no delinquent water charges or sewer rents)
      affecting the related Mortgaged Property.

            (xviii) The interest of the Mortgagor in the related Mortgaged
      Property consists of a fee simple and/or leasehold interest in real
      property.

            (xix) Such Mortgage Loan is a whole loan and not a participation
      interest.

            (xx) The assignment of the related Mortgage to the Trustee
      constitutes the legal, valid and binding assignment of such Mortgage from
      the relevant assignor to the Trustee, and the assignment of the related
      Assignment of Leases, if any, or of any other agreement executed in
      connection with such Mortgage Loan to the Trustee constitutes the legal,
      valid and binding assignment thereof from the relevant assignor to the
      Trustee.

            (xxi) All escrow deposits (including capital improvements and
      environmental remediation reserves) relating to such Mortgage Loan that
      were required to be delivered to the mortgagee under the terms of the
      related loan documents, have been received and, to the extent of any
      remaining balances of such escrow deposits, are in the possession, or
      under the control of the Mortgage Loan Seller or its agents (which shall
      include the Master Servicer).

            (xxii) As of the date of origination of such Mortgage Loan and as of
      the Closing Date, the related Mortgaged Property was and is free and clear
      of any mechanics' and materialmen's liens or liens in the nature thereof
      which create a lien prior to that created by the related Mortgage(s).

            (xxiii) No improvement that was included for the purpose of
      determining the appraised value of the related Mortgaged Property at the
      time of origination of such Mortgage Loan lies outside the boundaries and
      building restriction lines of such property to any material extent, and no
      improvements on adjoining properties materially encroach upon such
      Mortgaged Property to any material extent, and no improvement located on
      or forming part of such Mortgaged Property is in material violation of any
      applicable zoning laws or ordinances (except to the extent that they may
      constitute legal non-conforming uses).

            (xxiv) To the extent required under applicable law as of the Closing
      Date and necessary for the enforceability or collectability of the
      Mortgage Loan, the originator of such Mortgage Loan was authorized to do
      business in the jurisdiction in which the related Mortgaged Property is
      located at all times when it held the Mortgage Loan.

            (xxv) There is no material default, breach or event of acceleration
      existing under the related Mortgage or Mortgage Note, and the Mortgage
      Loan Seller has not received actual notice of any event (other than
      payments due but not yet delinquent) that, with the passage of time or
      with notice and the expiration of any grace or cure period, would
      constitute such a material default, breach or event of acceleration;
      provided, however, that this representation and warranty does not cover
      any default, breach or event of acceleration that specifically pertains to
      any matter otherwise covered by any other representation and warranty made
      by the Mortgage Loan Seller in any of paragraphs (iv), (xiv), (xvii),
      (xxi), (xxiii) and (xxix) of this Section 2.05(c).

            (xxvi) If such Mortgage Loan is secured in whole or in part by the
      interest of a Mortgagor under a Ground Lease and by the related fee
      interest, such fee interest is subordinate to the related Mortgage and the
      related Mortgage does not by its terms provide that it will be
      subordinated to the lien of any mortgage or any other lien upon such fee
      interest.

            (xxvii) Such Mortgage Loan does not contain any equity participation
      by the lender, provide for any contingent or additional interest in the
      form of participation in the cash flow of the related Mortgaged Property
      or provide for the negative amortization of interest, except that, as
      identified on the Mortgage Loan Schedule, such Mortgage Loan may provide
      that during the period commencing on a specified date and continuing until
      such Mortgage Loan is paid in full, additional interest will accrue (and
      may be compounded) on such Mortgage Loan and shall be payable only after
      the outstanding principal of the Mortgage Loan is paid in full.

            (xxviii) No holder of such Mortgage Loan has, to the Mortgage Loan
      Seller's knowledge, advanced funds or induced, solicited or knowingly
      received any advance of funds from a party other than the owner of the
      related Mortgaged Property, directly or indirectly, for the payment of any
      amount required by the Mortgage Loan.

            (xxix) To the Mortgage Loan Seller's knowledge, based on due
      diligence customarily performed in the origination of comparable mortgage
      loans, as of the date of origination of such Mortgage Loan, (A) the
      related Mortgagor was in possession of all material licenses, permits and
      authorizations required by applicable laws for the ownership and operation
      of the related Mortgaged Property as it was then operated and (B) all such
      licenses, permits and authorizations were valid and in full force and
      effect.

            (xxx) The related Mortgage(s) or Mortgage Note, together with
      applicable state law, contains customary and enforceable provisions
      (subject to the exceptions set forth in clauses (c)(v) and (c)(xii) above)
      such as to render the rights and remedies of the holders thereof adequate
      for the practical realization against the related Mortgaged Property of
      the principal benefits of the security intended to be provided thereby.

            (xxxi) Such Mortgage Loan is a "qualified mortgage" within the
      meaning of Section 860G(a)(3) of the Code.

            (xxxii) If such Mortgage Loan is secured by a mortgage lien on the
      applicable Mortgagor's leasehold interest in the related Mortgaged
      Property, but not a mortgage lien on the related fee interest, then either
      (A) the related ground lessor has subordinated its interest in the related
      Mortgaged Property to the interest of the holder of the Mortgage Loan or
      (B) the related ground lessor has granted the holder of the Mortgage Loan
      the right to cure any default or breach by the lessee. Upon the
      foreclosure of such Mortgage Loan (or acceptance of a deed in lieu
      thereof), the related Ground Lease is assignable to the mortgagee under
      the leasehold estate and its assigns without the consent of the ground
      lessor thereunder.

            (xxxiii) No fraud with respect to such Mortgage Loan has taken place
      on the part of the Mortgage Loan Seller in connection with the origination
      of such Mortgage Loan.

            (xxxiv) The terms of such Mortgage Loan provide or, at lender's
      option, permit, and the terms of this Agreement and any Sub-Servicing
      Agreement to which such Mortgage Loan is subject provide for purposes of
      calculating distributions on the Certificates and additional compensation
      payable to the Master Servicer, the Special Servicer and any related
      Sub-Servicer, that payments on and proceeds of such Mortgage Loan will be
      applied to principal and interest at the related Mortgage Rate (excluding,
      in the case of a Hyper-Amortization Loan after its Anticipated Repayment
      Date, Additional Interest) due and owing at the time such payments or
      proceeds are received, prior to being applied to any Default Charges,
      assumption fees and modification fees then due and owing.

            (xxxv) If such Mortgage Loan is, as of the Closing Date, subject to
      a Sub-Servicing Agreement, such Sub-Servicing Agreement provides that the
      related Sub-Servicer is not to receive any sub-servicing compensation with
      respect to such Mortgage Loan during any period that such Mortgage Loan is
      a Specially Serviced Mortgage Loan or an REO Loan (except for any
      Termination Strip payable to a Sub-Servicer in connection with a
      termination thereof without cause as contemplated by Section 3.22(d)
      hereof).

            (xxxvi) The servicing and collection practices used with respect to
      such Mortgage Loan have been in all material respects legal and prudent
      and have met customary standards utilized by prudent institutional
      multifamily and commercial mortgage loan servicers.

            (xxxvii) Unless the related Mortgaged Property is owner occupied,
      the Mortgage File for such Mortgage Loan contains an Assignment of Leases
      either as a separate instrument or incorporated into the related Mortgage,
      which creates, in favor of the holder, a valid, perfected and enforceable
      lien of the same priority as the related Mortgage, in the property and
      rights described therein; provided that the enforceability of such lien is
      subject to applicable bankruptcy, insolvency, reorganization, moratorium,
      and other laws affecting the enforcement of creditors' rights generally,
      and by the application of the rules of equity. The Mortgage Loan Seller
      has the full right to assign to the Trustee such Assignment of Leases and
      the lien created thereby as described in the immediately preceding
      sentence. No Person other than the Mortgagor owns any interest in any
      payments due under the related leases.

            (xxxviii) If the related Mortgaged Property securing such Mortgage
      Loan is encumbered by secured subordinated debt, then either (A) the
      subordinate debt constitutes a "cash flow" mortgage loan (that is,
      payments are required to be made thereon only to the extent that certain
      net cash flow from the related Mortgaged Property (calculated in
      accordance with the related loan documents) is sufficient after payments
      on such Mortgage Loan have been made and certain expenses have been paid)
      or (B) the holder of the subordinate debt has agreed not to foreclose on
      the related Mortgaged Property so long as such Mortgage Loan is
      outstanding and the Special Servicer on behalf of the Trust is not
      pursuing a foreclosure action.

            (xxxix) If such Mortgage Loan is secured by a mortgage lien on the
      applicable Mortgagor's leasehold interest under a Ground Lease, such
      Ground Lease has an original term (or an original term plus one or more
      optional renewal terms, which, under all circumstances, may be exercised,
      and will be enforceable, by the mortgagee if it takes possession of such
      leasehold interest) that extends not less than 10 years beyond the stated
      maturity of the related Mortgage Loan.

            (xl) In the event fraud was committed by the Mortgagor in connection
      with the origination thereof, such Mortgage Loan becomes a recourse
      obligation of the Mortgagor.

            (xli) If such Mortgage Loan is a Hyper-Amortization Loan, it
      commenced amortizing on its initial scheduled Due Date and provides that:
      (i) its Mortgage Rate will increase by no more than two percentage points
      in connection with the passage of its Anticipated Repayment Date; (ii) its
      Anticipated Repayment Date is not less than seven years following the
      origination of such Mortgage Loan; (iii) any cash flow from the related
      Mortgaged Property that is applied to amortize such Mortgage Loan
      following its Anticipated Repayment Date shall, to the extent such net
      cash flow is in excess of the Monthly Payment payable therefrom, be net of
      budgeted and discretionary (servicer approved) capital expenditures; and
      (iv) if the property manager for the related Mortgaged Property can be
      removed by or at the direction of the lender on the basis of a debt
      service coverage test, the subject debt service coverage ratio shall be
      calculated without taking account of any increase in the related Mortgage
      Rate on such Mortgage Loan's Anticipated Repayment Date. No
      Hyper-Amortization Loan provides that the property manager for the related
      Mortgaged Property can be removed by or at the direction of the lender
      solely because of the passage of the related Anticipated Repayment Date.

            (xlii) At origination of such Mortgage Loan, the related Mortgagor
      was not, to the best of the Mortgage Loan Seller's actual knowledge, a
      debtor in any state or federal bankruptcy or insolvency proceeding.

            (xliii) If such Mortgage Loan is secured by the interest of the
      related Mortgagor under a Ground Lease, then, as of the origination of
      such Mortgage Loan, such Ground Lease was in full force and effect and, to
      the Mortgage Loan Seller's actual knowledge, no material default existed
      under such Ground Lease.

            (xliv) The Mortgage Loan Seller has no actual knowledge of any
      pending litigation or other legal proceedings involving the related
      Mortgagor or the related Mortgaged Property that can reasonably be
      expected to materially interfere with the security intended to be provided
      by the related Mortgage, the current use of the related Mortgaged
      Property, or the current ability of the Mortgaged Property to generate net
      operating income sufficient to service the Mortgage Loan.

            (xlv) If such Mortgage Loan had a Cut-off Date Balance greater than
      1% of the Initial Pool Balance, the related Mortgagor has covenanted in
      its organizational documents and/or the Mortgage Loan documents to own no
      significant asset other than the related Mortgaged Property, Mortgaged
      Properties securing other Mortgage Loans and assets incidental to its
      ownership and operation of such Mortgaged Property or Properties.

            (xlvi) Except as identified on Schedule IV hereto, neither the
      related Mortgage Note nor the related Mortgage requires the mortgagee to
      release all or any material portion of the related Mortgaged Property from
      the lien of the related Mortgage except upon payment in full of all
      amounts due under the related Mortgage Loan.

            (xlvii) Except as identified on Schedule V hereto, such Mortgage
      Loan does not permit the related Mortgaged Property to be encumbered
      subsequent to the Closing Date by any lien junior to or of equal priority
      with the lien of the related Mortgage without the prior written consent of
      the holder thereof.

            (c) It is understood and agreed that the representations and
warranties set forth in this Section 2.05 shall survive delivery of the
respective Mortgage Files to the Trustee or a Custodian on its behalf and shall
inure to the benefit of the Persons for whose benefit they were made for so long
as the Trust remains in existence, notwithstanding any restrictive or qualified
endorsement or assignment. Upon discovery by any of the parties hereto of a
breach of any of the representations and warranties set forth in subsection (a)
above which materially and adversely affects the interests of the
Certificateholders or any party hereto or a breach of any of the representations
and warranties set forth in subsection (b) above which materially and adversely
affects the value of any Mortgage Loan or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice to each of the other parties hereto.

            SECTION 2.06  Representations and Warranties of the Master Servicer.

            (a) The Master Servicer hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders, as of the Closing
Date, that:

            (i) The Master Servicer is duly organized, validly existing and in
      good standing as a ________________ under the laws of the State of
      _____________, and the Master Servicer is in compliance with the laws of
      each State in which any Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not violate the Master Servicer's
      organizational documents or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets,
      which default, in the Master Servicer's good faith and reasonable
      judgment, is likely to materially and adversely affect either the ability
      of the Master Servicer to perform its obligations under this Agreement or
      the financial condition of the Master Servicer.

            (iii) The Master Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Master Servicer, enforceable against the
      Master Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) The Master Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Master Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Master Servicer to perform its obligations under this
      Agreement or the financial condition of the Master Servicer.

            (vi) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer which would
      prohibit the Master Servicer from entering into this Agreement or, in the
      Master Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of the Master Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Master Servicer.

            (vii) Each officer or employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of the
      Mortgage Loans is covered by errors and omissions insurance in the amounts
      and with the coverage required by Section 3.07(c). None of the Master
      Servicer, its general partner or any of their respective officers or
      employees that is involved in the servicing or administration of by the
      Mortgage Loans has been refused such coverage or insurance.

            (b) The representations and warranties of the Master Servicer set
forth in Section 2.06(a) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties which
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.

            (c) Each successor Master Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
Section 2.06(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.06(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization, and without regard
to the references to general partner if such successor is not a partnership.

            SECTION 2.07 Representations and Warranties of the Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the
other parties hereto and for the benefit of the Certificateholders, as of the
Closing Date, that:

            (i) The Special Servicer is duly organized, validly existing and in
      good standing as a ____________ under the laws of the State of
      ______________, and the Special Servicer is in compliance with the laws of
      each State in which any Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      organizational documents or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets,
      which default, in the Special Servicer's good faith and reasonable
      judgment, is likely to materially and adversely effect either the ability
      of the Special Servicer to perform its obligations under this Agreement or
      the financial condition of the Special Servicer.

            (iii) The Special Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) The Special Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Special Servicer.

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which would
      prohibit the Special Servicer from entering into this Agreement or, in the
      Special Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer.

            (vii) Each officer or employee of the Special Servicer that has
      responsibilities concerning the servicing and administration of the
      Mortgage Loans is covered by errors and omissions insurance in the amounts
      and with the coverage required by Section 3.07(c). None of the Special
      Servicer, its general partner or any of their respective officers or
      employees that is involved in the servicing or administration of the
      Mortgage Loans has been refused such coverage or insurance.

            (b) The representations and warranties of the Special Servicer set
forth in Section 2.07(a) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties which
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.

            (c) Each successor Special Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
Section 2.07(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.07(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization, and without regard
to the references to general partner if such successor is not a partnership.

            SECTION  2.08  Representations and Warranties of the
                           Trustee and the REMIC Administrator.

            (a) _______________________________________, [both] in its capacity
as Trustee [and in its capacity as REMIC Administrator] (the "Bank"), hereby
represents and warrants to the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:

            (i) The Bank is a national bank duly organized, validly existing and
      in good standing under the laws of the [United States] and is, shall be
      or, if necessary, shall appoint a co-trustee that is, in compliance with
      the laws of each State in which any Mortgaged Property is located to the
      extent necessary to ensure the enforceability of each Mortgage Loan and to
      perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Bank, and
      the performance and compliance with the terms of this Agreement by the
      Bank, do not violate the Bank's organizational documents or constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets, which default, in the Bank's good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Bank to perform its obligations under
      this Agreement or the financial condition of the Bank.

            (iii) The Bank has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Bank, enforceable against the Bank in
      accordance with the terms hereof, subject to (A) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (v) The Bank is not in violation of, and its execution and delivery
      of this Agreement and its performance and compliance with the terms of
      this Agreement will not constitute a violation of, any law, any order or
      decree of any court or arbiter, or any order, regulation or demand of any
      federal, state or local governmental or regulatory authority, which
      violation, in the Bank's good faith and reasonable judgment, is likely to
      affect materially and adversely either the ability of the Bank to perform
      its obligations under this Agreement or the financial condition of the
      Bank.

            (vi)  No litigation is pending or, to the best of the Bank's
      knowledge, threatened against the Bank which would prohibit the Bank from
      entering into this Agreement or, in the Bank's good faith and reasonable
      judgment, is likely to materially and adversely affect either the ability
      of the Bank to perform its obligations under this Agreement or the
      financial condition of the Bank.

            (b) The representations and warranties of the Bank set forth in
Section 2.08(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any of the parties
hereto of a breach of any of such representations and warranties which
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.

            (c) Each successor Trustee or REMIC Administrator (if any and
regardless of whether the Trustee and the REMIC Administrator are different
Persons) shall be deemed to have made, as of the date of its succession, each of
the representations set forth in Section 2.08(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.08(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization. In any such case, the term "Bank" shall be deemed to mean such
successor Trustee or the REMIC Administrator, as appropriate.

            SECTION 2.09  Issuance of the Class R-I Certificates;
                          Creation of the REMIC I Regular Interests.

            Concurrently with the assignment to the Trustee of the assets
included in REMIC I, and in exchange therefor, at the direction of the
Depositor, the REMIC I Regular Interests have been issued hereunder and the
Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R-I Certificates in authorized denominations. The interests
evidenced by the Class R-I Certificates, together with the REMIC I Regular
Interests, constitute the entire beneficial ownership of REMIC I. The rights of
the Class R-I Certificateholders and REMIC II to receive distributions from the
proceeds of REMIC I in respect of the Class R-I Certificates and the REMIC I
Regular Interests, respectively, and all ownership interests of the Class R-I
Certificateholders and REMIC II in and to such distributions, shall be as set
forth in this Agreement.

            SECTION 2.10  Conveyance of REMIC I Regular Interests;
                          Acceptance of REMIC II by the Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Holders of the REMIC II
Certificates. The Trustee acknowledges the assignment to it of the REMIC I
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the REMIC II
Certificates.

            SECTION 2.11  Issuance of the REMIC II Certificates.

            Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests, and in exchange therefor, at the direction of the Depositor,
the Trustee has executed, authenticated and delivered to or upon the order of
the Depositor, the REMIC II Certificates in authorized denominations evidencing
the entire beneficial ownership of REMIC II. The rights of the respective
Classes of Holders of the REMIC II Certificates to receive distributions from
the proceeds of REMIC II in respect of their REMIC II Certificates, and all
ownership interests of the respective Classes of Holders of the REMIC II
Certificates in and to such distributions, shall be as set forth in this
Agreement.

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            SECTION 3.01  Administration of the Mortgage Loans.

            (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans that it is obligated to service and
administer pursuant to this Agreement on behalf of the Trustee, and in the best
interests and for the benefit of the Certificateholders, in accordance with any
and all applicable laws and the terms of this Agreement, the Insurance Policies
and the respective Mortgage Loans and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard. Without limiting the
foregoing, and subject to Section 3.21, (i) the Master Servicer shall service
and administer all Mortgage Loans as to which no Servicing Transfer Event has
occurred and all Corrected Mortgage Loans, and (ii) the Special Servicer shall
service and administer (x) each Mortgage Loan (other than a Corrected Mortgage
Loan) as to which a Servicing Transfer Event has occurred, and (y) each REO
Property; provided, however, that the Master Servicer shall continue to collect
information and prepare all reports to the Trustee required hereunder with
respect to any Specially Serviced Mortgage Loans and REO Properties (and the
related REO Loans), and further to render such incidental services with respect
to any Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein.

            (b) Subject to Section 3.01(a), the Master Servicer and the
Special Servicer each shall have full power and authority, acting alone, to do
or cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, each of the Master Servicer and the Special
Servicer, in its own name, with respect to each of the Mortgage Loans it is
obligated to service hereunder, is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them: (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Sections 3.08 and 3.20, any and all
modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall, at the written request of a Servicing Officer of the Master
Servicer or the Special Servicer, furnish, or cause to be so furnished, to the
Master Servicer and the Special Servicer, as the case may be, any limited powers
of attorney and other documents necessary or appropriate to enable them to carry
out their servicing and administrative duties hereunder; provided, however, that
the Trustee shall not be held liable for any misuse of any such power of
attorney by the Master Servicer or the Special Servicer.

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

            (d) In the event that any two or more Mortgage Loans are
cross-collateralized with each other, the Master Servicer or Special Servicer,
as applicable, in accordance with the terms of this Agreement, shall service and
administer such 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 that is cross-collateralized with it shall also
become a Specially Serviced Mortgage Loan. Similarly, no Cross-Collateralized
Mortgage Loan shall subsequently become a Corrected Mortgage Loan, unless and
until all Servicing Transfer Events in respect of each other Mortgage Loan that
is cross-collateralized with it, are remediated or otherwise addressed as
contemplated in the definition of "Specially Serviced Mortgage Loan".

            SECTION 3.02  Collection of Mortgage Loan Payments.

            Each of the Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and
shall, to the extent such procedures shall be consistent with this Agreement
(including without limitation, the Servicing Standard), follow such collection
procedures as it would follow were it the owner of such Mortgage Loans;
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; and, provided, further, that neither
the Master Servicer nor the Special Servicer shall, with respect to any
Hyper-Amortization Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection), unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, and without regard to such Additional Interest, also necessary,
appropriate and consistent with the Servicing Standard or (ii) all other amounts
due under such Mortgage Loan have been paid, the payment of such Additional
Interest has not been forgiven in accordance with Section 3.20 and, in the good
faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds
expected to be recovered in connection with such enforcement action will cover
the anticipated costs of such enforcement action and, if applicable, any
associated Advance Interest. Consistent with the foregoing, the Master Servicer
or the Special Servicer each may waive any Default Charges in connection with
any specific delinquent payment on a Mortgage Loan it is obligated to service
hereunder.

            _________ (_____) days prior to the maturity date of each Balloon
Mortgage Loan, the Master Servicer shall send a notice to the related Mortgagor
of such maturity date (with a copy to be sent to the Special Servicer) and shall
request confirmation that the Balloon Payment will be paid by such date.

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

            (a) The Master Servicer shall, as to all the Mortgage Loans,
establish and maintain one or more accounts (the "Servicing Accounts"), into
which all Escrow Payments shall be deposited and retained. Subject to any terms
of the related Mortgage Loan documents that specify the nature of the account in
which Escrow Payments shall be held, each Servicing Account shall be an Eligible
Account. Withdrawals of amounts so collected in respect of any Mortgage Loan
(and interest earned thereon) from a Servicing Account may be made only: (i) to
effect payment of real estate taxes, assessments, insurance premiums, [ground
(if applicable)] and comparable items in respect of the related Mortgaged
Property; (ii) to reimburse the Master Servicer, the Special Servicer or the
Trustee, as applicable, for any unreimbursed Servicing Advances made thereby to
cover any of the items described in the immediately preceding clause (i); (iii)
to refund to the related Mortgagor any sums as may be determined to be overages;
(iv) to 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) to clear and terminate the Servicing Account at the termination of this
Agreement in accordance with Section 9.01. The Master Servicer shall pay or
cause to be paid to the Mortgagors interest, if any, earned on the investment of
funds in Servicing Accounts maintained thereby, if required by law or the terms
of the related Mortgage Loan. If the Master Servicer shall deposit in a
Servicing Account any amount not required to be deposited therein, it may at any
time withdraw such amount from such Servicing Account, any provision herein to
the contrary notwithstanding. The Special Servicer shall promptly deliver all
Escrow Payments received by it to the Master Servicer for deposit in the
applicable Servicing Account.

            (b) The Master Servicer shall (with the cooperation of the Special
Servicer in the case of Specially Serviced Mortgage Loans), (i) maintain
accurate records with respect to each 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 shall effect payment thereof prior to the applicable penalty or termination
date. For purposes of effecting any such payment, the Master Servicer shall
apply Escrow Payments as allowed under the terms of the related Mortgage Loan
or, if such Mortgage Loan does not require the related Mortgagor to escrow for
the payment of real estate taxes, assessments, insurance premiums, [ground rents
(if applicable)] and similar items, each of the Master Servicer and the Special
Servicer shall, as to those Mortgage Loans it is obligated to service hereunder
and subject to the Servicing Standard, enforce the requirement of the related
Mortgage that the Mortgagor make payments in respect of such items at the time
they first become due.

            (c) In accordance with the Servicing Standard, the Master Servicer
shall, as to all the Mortgage Loans (but at the direction of the Special
Servicer in the case of Specially Serviced Mortgage Loans), advance with respect
to the 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, (ii) ground rents or other rents (if applicable), and (iii)
premiums on Insurance Policies, in each instance if and to the extent Escrow
Payments (if any) collected from the related Mortgagor are insufficient to pay
such item when due and the related Mortgagor has failed to pay such item on a
timely basis, and provided that the particular advance would not, if made,
constitute a Nonrecoverable Servicing Advance. All such advances shall be
reimbursable in the first instance from related collections from the Mortgagors
and further as provided in Section 3.05(a). No costs incurred by the Master
Servicer or the Special Servicer in effecting the payment of real estate taxes,
assessments and similar items and, [if applicable, ground rents] on or in
respect of such Mortgaged Properties shall, for purposes hereof, including,
without limitation, 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.

            (d) The Master Servicer shall, as to all the Mortgage Loans,
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
otherwise cover, or (if appropriate) to reimburse the related Mortgagor in
connection with, the specific items for which such Reserve Funds were escrowed,
all 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. The Special Servicer
shall promptly deliver all Reserve Funds received by it to the Master Servicer
for deposit in the applicable Reserve Account.

            SECTION 3.04  Certificate Account and Distribution Account.

            (a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Certificate Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Certificate
Account shall be an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in the Certificate Account, within two Business Days of receipt
(in the case of payments by Mortgagors or other collections on or in respect of
the Mortgage Loans) or as otherwise required hereunder, the following payments
and collections received or made by or on behalf of it subsequent to the Cut-off
Date (other than in respect of principal, interest and any other amounts due and
payable on the Mortgage Loans on or before the Cut-off Date, which payments
shall be delivered promptly to the Mortgage Loan Seller or its designee, with
negotiable instruments endorsed as necessary and appropriate without recourse):

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

            (ii) all payments on account of interest at the respective Mortgage
      Rates on the Mortgage Loans and all Prepayment Premiums received in
      respect of the Mortgage Loans;

            (iii) to the extent allocable to the period that any Mortgage Loan
      is a Specially Serviced Mortgage Loan, all payments on account of Default
      Charges on such Mortgage Loan;

            (iv) all Insurance Proceeds and Liquidation Proceeds (net of all
      related Liquidation Expenses paid therefrom) received in respect of any
      Mortgage Loan (other than Liquidation Proceeds that are received in
      connection with a purchase by the Master Servicer or a Majority
      Certificateholder of the Controlling Class of all of the Mortgage Loans
      and any REO Properties in the Trust Fund and that are required to be
      deposited in the Distribution Account pursuant to Section 9.01);

            (v) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in the Certificate Account;

            (vi) any amounts required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket or master single interest
      policy;

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

            (viii) any amounts representing payments made by Mortgagors that are
      allocable to cover items in respect of which Servicing Advances have been
      made.

      The foregoing requirements for deposit in the Certificate Account
shall be exclusive. Without limiting the generality of the foregoing, (A) actual
payments from Mortgagors in the nature of Escrow Payments, and amounts that the
Master Servicer and the Special Servicer are entitled to retain as additional
servicing compensation pursuant to Section 3.11(b) and Section 3.11(d),
respectively, need not be deposited by the Master Servicer in the Certificate
Account and (B) with respect to any amount representing a sub-servicing fee
(including, without limitation, a Primary Servicing Fee, if applicable) that
otherwise would be required to be deposited by the Master Servicer in the
Certificate Account and that, once so deposited, would have been permitted to be
withdrawn immediately from the Certificate Account pursuant to Section 3.05 as
part of the payment of the Master Servicing Fee, such amount shall be deemed to
have been deposited to and withdrawn from the Certificate Account for such
purpose to the extent that such sum has been retained by the Sub-Servicer
pursuant to the related Sub-Servicing Agreement. If the Master Servicer shall
deposit in the Certificate Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding. The Master Servicer shall
promptly deliver to the Special Servicer, as additional special servicing
compensation in accordance with Section 3.11(d), assumption fees, modification
fees, Net Default Charges, charges for beneficiary statements or demands,
charges for checks returned for insufficient funds and similar fees (excluding
Prepayment Premiums) received by the Master Servicer with respect to Specially
Serviced Mortgage Loans. The Certificate Account shall be maintained as a
segregated account, separate and apart from trust funds created for mortgage
pass-through certificates of other series serviced and the other accounts of the
Master Servicer.

      Upon receipt of any of the amounts described in clauses (i) through (iv)
above with respect to any Mortgage Loan, the Special Servicer shall promptly,
but in no event later than two Business Days after receipt, remit such amounts
to the Master Servicer for deposit into the Certificate Account in accordance
with the second preceding paragraph, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item should not be
deposited because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to
the Master Servicer for deposit into the Certificate Account pursuant to Section
3.16(c). With respect to any such amounts paid by check to the order of the
Special Servicer, the Special Servicer shall endorse such check to the order of
the Master Servicer and shall deliver promptly, but in no event later than two
Business Days 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.

            (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") to be held in trust for the
benefit of the Certificateholders. The Distribution Account shall be an Eligible
Account. On each Master Servicer Remittance Date, the Master Servicer shall
deliver to the Trustee, for deposit in the Distribution Account, an aggregate
amount of immediately available funds equal to the Master Servicer Remittance
Amount for such Master Servicer Remittance Date. If, at 1:00 p.m., New York City
time, on any Master Servicer Remittance Date, the Trustee has not received the
Master Servicer Remittance Amount, the Trustee shall provide notice to the
Master Servicer in the same manner as required by Section 4.03(a) hereof with
respect to P&I Advances.

      In addition, the Master Servicer shall, as and when required hereunder,
deliver to the Trustee for deposit in the Distribution Account:

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

            (ii) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.19(e) in connection with Prepayment Interest
      Shortfalls; and

            (iii) any Liquidation Proceeds paid by the Master Servicer or a
      Majority Certificateholder of the Controlling Class in connection with the
      purchase of all of the Mortgage Loans and any REO Properties pursuant to
      Section 9.01, exclusive of the portion of such Liquidation Proceeds
      required to be deposited in the Certificate Account pursuant to Section
      9.01.

      The Trustee shall, upon receipt, deposit in the Distribution Account any
and all amounts received or advanced by the Trustee that are required by the
terms of this Agreement to be deposited therein.

            (c) Funds in the Certificate Account may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. The Master
Servicer shall give notice to the other parties hereto of the location of the
Certificate Account as of the Closing Date and of the new location of the
Certificate Account prior to any change thereof. The Trustee shall give notice
to the other parties hereto of the location of the Distribution Account as of
the Closing Date and of the new location of the Distribution Account prior to
any change thereof.

            SECTION 3.05  Permitted  Withdrawals From the Certificate
                          Account and the Distribution Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

            (i) to remit to the Trustee for deposit in the Distribution
      Account the Master Servicer Remittance Amount for and, to the extent
      permitted or required by Section 4.03(a), any P&I Advances to be made on
      each Master Servicer Remittance Date;

            (ii) to reimburse the Trustee or the Master Servicer, as applicable,
      in that order, for unreimbursed P&I Advances made thereby in respect of
      any Mortgage Loan or REO Loan, the Trustee's and the Master Servicer's
      respective rights to reimbursement pursuant to this clause (ii) with
      respect to any P&I Advance being payable from, and limited to, amounts
      that represent Late Collections of interest and principal (net of related
      Master Servicing Fees, Workout Fees and/or Liquidation Fees payable
      therefrom) received in respect of the particular Mortgage Loan or REO Loan
      as to which such P&I Advance was made;

            (iii) to pay to the Master Servicer earned and unpaid Master
      Servicing Fees in respect of each Mortgage Loan and REO Loan, the Master
      Servicer's right to payment pursuant to this clause (iii) with respect to
      any Mortgage Loan or REO Loan being payable from, and limited to, amounts
      received on or in respect of such Mortgage Loan (whether in the form of
      payments, Liquidation Proceeds or Insurance Proceeds) or such REO Loan
      (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
      Proceeds) that are allocable as a recovery of interest thereon;

            (iv)  to pay to the Special Servicer, out of general collections on
      the Mortgage Loans and any REO Properties, earned and unpaid Special
      Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO
      Loan;

            (v)  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 3.11(c);

            (vi) to reimburse the Trustee, the Special Servicer or the Master
      Servicer, as applicable, in that order, for any unreimbursed Servicing
      Advances made thereby with respect to any Mortgage Loan or REO Property,
      the Trustee's, the Special Servicer's and the Master Servicer's respective
      rights to reimbursement pursuant to this clause (vi) with respect to any
      Servicing Advance being payable from, and limited to, (A) payments made by
      the related Mortgagor that are allocable to cover the item in respect of
      which such Servicing Advance was made, and (B) Liquidation Proceeds (net
      of Liquidation Fees payable therefrom), Insurance Proceeds and, if
      applicable, REO Revenues received in respect of the particular Mortgage
      Loan or REO Property as to which such Servicing Advance was made;

            (vii) to reimburse the Trustee, the Special Servicer or the Master
      Servicer, as applicable, in that order, out of general collections on the
      Mortgage Loans and any REO Properties, for any unreimbursed Advances made
      thereby with respect to any Mortgage Loan, REO Loan or REO Property that
      have been determined to be Nonrecoverable Advances;

            (viii) to pay the Trustee, the Special Servicer or the Master
      Servicer, as applicable, in that order, any Advance Interest due and owing
      thereto, the Trustee's, the Special Servicer's and the Master Servicer's
      respective rights to payment pursuant to this clause (viii) being payable
      from, and limited to, Default Charges collected in respect of the Mortgage
      Loan or REO Loan as to which the related Advances were made (but only to
      the extent allocable to the period when such Mortgage Loan was a Specially
      Serviced Mortgage Loan or an REO Loan);

            (ix)  at or following such time as the Master Servicer reimburses
      itself, the Special Servicer or the Trustee, as applicable, for any
      unreimbursed Advance pursuant to clause (ii), (vi) or (vii) above or
      Section 3.03, and insofar as payment has not already been made pursuant to
      clause (viii) above, to pay the Trustee, the Special Servicer or the
      Master Servicer, as the case may be, and in that order, out of general
      collections on the Mortgage Loans and any REO Properties, any related
      Advance Interest accrued and payable on such Advance;

            (x)  to pay the Master Servicer, as additional servicing
      compensation in accordance with Sections 3.06(b) and 3.11(b), any Net
      Investment Earnings in respect of amounts held in the Certificate Account
      for any Collection Period;

            (xi)  to pay the Master Servicer, as additional servicing
      compensation in accordance with Section 3.11(b), any Prepayment Interest
      Excesses and, to the extent not allocable to the period that any Mortgage
      Loan is a Specially Serviced Mortgage Loan or REO Loan, any Default
      Charges collected on the Mortgage Loans, and to pay the Special Servicer,
      as additional servicing compensation in accordance with Section 3.11(d),
      any Net Default Charges collected on any Mortgage Loan to the extent
      allocable to the period that such Mortgage Loan is a Specially Serviced
      Mortgage Loan or REO Loan;

            (xii) to reimburse, out of general collections on the Mortgage Loans
      and any REO Properties, the Master Servicer, the Special Servicer, the
      REMIC Administrator, the Depositor, or any of their respective directors,
      officers, employees and agents any amounts reimbursable to any such Person
      pursuant to Section 6.03, or to pay directly to any third party any amount
      which if paid by any such Person would be reimbursable thereto pursuant to
      Section 6.03;

            (xiii) to pay, out of general collections on the Mortgage Loans and
      any REO Properties, for (A) the reasonable costs of the advice of counsel
      contemplated by Section 3.17(a), (B) the reasonable costs of the Opinions
      of Counsel contemplated by Sections 3.09(b)(ii) and 3.16(a), (C) the
      reasonable costs of Appraisals obtained pursuant to Section 3.11(g) or
      4.03(c), (D) the reasonable costs of obtaining any REO Extension sought by
      the Special Servicer as contemplated by Section 3.16(a), and (E) the cost
      of recording this Agreement in accordance with Section 11.02(a);

            (xiv) to pay itself, the Special Servicer, the Majority
      Certificateholder of the Controlling Class, the Mortgage Loan Seller or
      any other Person, as the case may be, with respect to each Mortgage Loan,
      if any, previously purchased by such Person pursuant to this Agreement,
      all amounts received thereon subsequent to the date of purchase;

            (xv)  to pay the Trustee or any of its respective directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person pursuant to Section 8.05(b) and Section
      8.13(a);

            (xvi) to pay any costs and expenses contemplated in Section 3.11(h),
      the last sentence of Section 7.02 and the last sentence of Section
      8.08(a); and

            (xvii) to clear and terminate the Certificate Account at the
      termination of this Agreement pursuant to Section 9.01.

            If amounts on deposit in the Certificate Account at any particular
time (after withdrawing any portion of such amounts deposited in the Certificate
Account in error) are insufficient to satisfy all payments, reimbursements and
remittances to be made therefrom as set forth in clauses (ii) through (xvi)
above, then the corresponding withdrawals from the Certificate Account shall be
made in the following priority and subject to the following rules: (A) if the
payment, reimbursement or remittance is to be made from a specific source of
funds, then such payment, reimbursement or remittance shall be made from that
specific source of funds on a pro rata basis with any and all other payments,
reimbursements and remittances to be made from such specific source of funds;
provided that where, as in clauses (ii), (vi) and (vii), an order of priority is
set forth to govern the application of funds withdrawn from the Certificate
Account pursuant to such clauses, payments, reimbursements or remittances
pursuant to any such clause shall be made in such order of priority to the
extent of available funds; and (B) if the payment, reimbursement or remittance
can be made from any funds on deposit in the Certificate Account, then
(following any withdrawals made from the Certificate Account in accordance with
the immediately preceding clause (A) above) such payment, reimbursement or
remittance shall be made from such general funds remaining on a pro rata basis
with any and all other payments, reimbursements or remittances to be made from
such general funds; provided that where, as in clauses (viii) and (ix), an order
of priority is set forth to govern the application of funds withdrawn from the
Certificate Account pursuant to such clauses, payments, reimbursements
or remittances pursuant to any such clause shall be made in such order of
priority to the extent of available funds.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, in
connection with any withdrawal from the Certificate Account pursuant to clauses
(ii) through (xiv) above.

            The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or such third party contractors) is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account.

            (b) The Trustee may, from time to time, make withdrawals from the
Distribution Account for any of the following purposes (the order set forth
below not constituting an order of priority for such withdrawals):

            (i) to make distributions to Certificateholders on each
      Distribution Date pursuant to Section 4.01;

            (ii) to pay the Trustee accrued and unpaid Trustee Fees pursuant to
      Section 8.05(a);

            (iii) to pay the Trustee or any of its respective directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person pursuant to Section 8.05(b);

            (iv) as contemplated by Section 11.01(g), to pay for the reasonable
      costs of the Opinions of Counsel sought by the Trustee as contemplated by
      Section 11.01(a) or 11.01(c) in connection with any amendment to this
      Agreement requested by the Trustee which amendment is in furtherance of
      the rights and interests of Certificateholders;

            (v) to pay for the reasonable costs of the Opinions of Counsel
      sought by the Trustee as contemplated by Section 11.02(a);

            (vi) to (A) pay any and all federal, state and local taxes imposed
      on REMIC I or REMIC II or on the assets or transactions of either such
      REMIC, together with all incidental costs and expenses, and any and all
      reasonable expenses relating to tax audits, if and to the extent that
      either (1) none of the Trustee, the Master Servicer, the Special Servicer
      or the REMIC Administrator is liable therefor pursuant to Section 10.01(d)
      and/or Section 10.01(h) or (2) any such Person that may be so liable has
      failed to timely make the required payment, and (B) reimburse the REMIC
      Administrator for reasonable expenses incurred by and reimbursable to it
      by the Trust pursuant to Section 10.01(d) and/or Section 10.01(g); and

            (vii) to clear and terminate the Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            SECTION 3.06  Investment of Funds in the Certificate
                          Account and the REO Account.

            (a) The Master Servicer may direct any depository institution
maintaining the Certificate Account, and the Special Servicer may direct any
depository institution maintaining the REO Account, to invest, or if it is such
depository institution, may itself invest, the funds held therein (each such
account, for purposes of this Section 3.06, an "Investment Account") in one or
more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, no later than the Business Day immediately preceding
the next succeeding date on which such funds are required to be withdrawn from
such account pursuant to this Agreement. All such Permitted Investments shall be
held to maturity, unless payable on demand, in which case such investments may
be sold at any time. Any investment of funds in an Investment Account shall be
made in the name of the Trustee for the benefit of the Certificateholders (in
its capacity as such). The Master Servicer (with respect to Permitted
Investments of amounts in the Certificate Account) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Account), on behalf
of the Trustee for the benefit of the Certificateholders, shall (and the Trustee
hereby designates the Master Servicer and the Special Servicer, as applicable,
as the Person that shall) maintain continuous possession of any Permitted
Investment that is either (i) a "certificated security", as such term is defined
in the UCC, or (ii) other property in which a secured party may perfect its
security interest by possession under the UCC or any other applicable law.
Possession of any such Permitted Investment by the Master Servicer or the
Special Servicer shall constitute possession by a person designated by the
Trustee for purposes of Section 8-313 of the UCC and possession by the Trustee,
as secured party, for purposes of Section 9-305 of the UCC and any other
applicable law. If amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of the Certificate Account) or the Special Servicer (in the case of the
REO Account) shall:

            (x) consistent with any notice required to be given thereunder,
      demand that payment thereon be made on the last day such Permitted
      Investment may otherwise mature hereunder in an amount equal to the lesser
      of (1) all amounts then payable thereunder and (2) the amount required to
      be withdrawn on such date; and

            (y) demand payment of all amounts due thereunder promptly upon
      determination by the Master Servicer or the Special Servicer, as the case
      may be, that such Permitted Investment would not constitute a Permitted
      Investment in respect of funds thereafter on deposit in the Investment
      Account.

            (b) Whether or not the Master Servicer directs the investment of
funds in the Certificate Account, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for such Investment Account for each Collection Period, shall be for the sole
and exclusive benefit of the Master Servicer and shall be subject to its
withdrawal in accordance with Section 3.05(a). Whether or not the Special
Servicer directs the investment of funds in the REO Account, interest and
investment income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, for such Investment Account for each Collection
Period, shall be for the sole and exclusive benefit of the Special Servicer and
shall be subject to its withdrawal in accordance with Section 3.16(b). If any
loss shall be incurred in respect of any Permitted Investment on deposit in any
Investment Account, the Master Servicer (in the case of the Certificate Account)
and the Special Servicer (in the case of the REO Account) shall promptly deposit
therein from its own funds, without right of reimbursement, no later than the
end of the Collection Period during which such loss was incurred, the amount of
the Net Investment Loss, if any, for such Collection Period. The Trustee shall
have no liability whatsoever with respect to any such losses, except to the
extent that it is the obligor on any such Permitted Investment.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment and the Master Servicer or the Special Servicer, as applicable, has
not taken such action, the Trustee may and, subject to Section 8.02, upon the
request of Holders of Certificates entitled to not less than 25% of the Voting
Rights allocated to any Class, shall take such action as may be appropriate to
enforce such payment or performance, including, without limitation, the
institution and prosecution of appropriate proceedings.

            (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including, without
limitation, the calculation of the Available Distribution Amount and the Master
Servicer Remittance Amount, the amounts so invested (but not any interest earned
thereon) shall be deemed to remain on deposit in such Investment Account.

            SECTION  3.07  Maintenance of Insurance Policies; Errors
                           and Omissions and Fidelity Coverage.

            (a) Each of the Master Servicer and the Special Servicer shall, as
to those Mortgage Loans it is obligated to service hereunder, use its best
efforts in accordance with the Servicing Standard to cause the related Mortgagor
to maintain (and, if the related Mortgagor does not so maintain, the Master
Servicer (even in the case of Specially Serviced Mortgage Loans) shall itself
maintain (subject to the provisions of this Agreement regarding Nonrecoverable
Advances, and further subject to Section 3.11(h) hereof), to the extent the
Trustee, as mortgagee on behalf of the Certificateholders, has an insurable
interest and to the extent available at commercially reasonable rates) all
insurance coverage as is required under the related Mortgage (subject to
applicable law); 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, as appropriate,
shall impose such insurance requirements as are consistent with the Servicing
Standard. The Special Servicer shall cause to be maintained for each REO
Property, in each case with an insurer that possesses the Required Claims-Paying
Ratings at the time such policy is purchased, no less insurance coverage than
was previously required of the related Mortgagor under the related Mortgage and,
if the related Mortgage did not so require, hazard insurance, public liability
insurance and business interruption or rent loss insurance in such amounts as
are consistent with the Servicing Standard, and the Special Servicer shall be
reimbursed for the premium costs thereof as a Servicing Advance pursuant to and
to the extent permitted under Section 3.05(a). All such insurance policies shall
contain a "standard" mortgagee clause, with loss payable to the Master Servicer
(in the case of insurance maintained in respect of the Mortgaged Properties) or
the Special Servicer (in the case of insurance maintained in respect of REO
Properties) on behalf of the Trustee, shall be issued by an insurer authorized
under applicable law to issue such insurance, and, unless prohibited by the
related Mortgage, may contain a deductible clause (not in excess of a customary
amount). Any amounts collected by the Master Servicer or 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 the Servicing Standard)
shall be deposited in the Certificate Account, subject to withdrawal pursuant to
Section 3.05(a), in the case of amounts received in respect of a Mortgage Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.16(c), in the
case of amounts received in respect of an REO Property. Any cost incurred by the
Master Servicer or the Special Servicer, as applicable, in maintaining any such
insurance shall not, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated 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 shall obtain
      and maintain a blanket policy insuring against hazard losses on any or all
      of the Mortgaged Properties (in the case of the Master Servicer) or REO
      Properties (in the case of the Special Servicer), then, to the extent such
      policy (i) is obtained from a Qualified Insurer that possesses the
      Required Claims-Paying Ratings, and (ii) provides protection equivalent to
      the individual policies otherwise required, the Master Servicer or the
      Special Servicer, as the case may be, shall conclusively be deemed to have
      satisfied its obligation to cause hazard insurance to be maintained on the
      Mortgaged Properties or REO Properties, as applicable, so covered, and the
      premium costs thereof shall be, if and to the extent they are specifically
      attributable either to a specific Mortgaged Property during any period
      that the related Mortgagor has failed to maintain the hazard insurance
      required under the related Mortgage Loan in respect of such Mortgaged
      Property or to a specific REO Property, a Servicing Advance reimbursable
      pursuant to and to the extent permitted under Section 3.05(a); provided
      that, to the extent that such premium costs are attributable to properties
      other than Mortgaged Properties and/or REO Properties or are attributable
      to Mortgaged Properties as to which the hazard insurance required under
      the related Mortgage Loan is being maintained, they shall be borne by the
      Master Servicer or Special Servicer, as the case may be, without right of
      reimbursement. Such a blanket policy may contain a deductible clause (not
      in excess of a customary amount), in which case the Master Servicer or the
      Special Servicer, as appropriate, shall, if there shall not have been
      maintained on the related Mortgaged Property or REO Property, as
      applicable, a hazard insurance policy complying with the requirements of
      Section 3.07(a), and there shall have been one or more losses which would
      have been covered by such property specific policy (taking into account
      any deductible clause that would have been permitted therein), promptly
      deposit into the Certificate Account from its own funds (without right of
      reimbursement) the amount of such losses up to the difference between the
      amount of the deductible clause in such blanket policy and the amount of
      any deductible clause that would have been permitted under such property
      specific policy. The Master Servicer and the Special Servicer each agree
      to prepare and present, on behalf of itself, the Trustee and the
      Certificateholders, claims under any such blanket policy maintained by it
      in a timely fashion in accordance with the terms of such policy.

            (ii) If the Master Servicer shall cause any Mortgaged Property or
      the Special Servicer shall cause any REO Property to be covered by a
      master single interest insurance policy naming the Master Servicer or the
      Special Servicer, as applicable, on behalf of the Trustee as the loss
      payee, then to the extent such policy (i) is obtained from a Qualified
      Insurer that possesses the Required Claims-Paying Ratings and (ii)
      provides protection equivalent to the individual policies otherwise
      required, the Master Servicer or the Special Servicer, as applicable,
      shall conclusively be deemed to have satisfied its obligation to cause
      such insurance to be maintained on such Mortgaged Property (in the case of
      the Master Servicer) or REO Property (in the case of the Special
      Servicer). If the Master Servicer shall cause any Mortgaged Property as to
      which the related Mortgagor has failed to maintain the required insurance
      coverage, or the Special Servicer shall cause any REO Property, to be
      covered by such master single interest insurance policy, then the
      incremental costs of such insurance applicable to such Mortgaged Property
      or REO Property (i.e., other than any minimum or standby premium payable
      for such policy whether or not any Mortgaged Property or REO Property is
      covered thereby) paid by the Master Servicer or the Special Servicer, as
      applicable, shall constitute a Servicing Advance. The Master Servicer
      shall, consistent with the Servicing Standard and the terms of the related
      Mortgage Loan documents, pursue the related Mortgagor for the amount of
      such incremental costs. All other costs associated with any such master
      single interest insurance policy (including, without limitation, any
      minimum or standby premium payable for such policy) shall be borne by the
      Master Servicer or Special Servicer, as the case may be, without right of
      reimbursement. Such master single interest insurance policy may contain a
      deductible clause (not in excess of a customary amount), in which case the
      Master Servicer or the Special Servicer, as applicable, shall, in the
      event that there shall not have been maintained on the related Mortgaged
      Property or REO Property, as the case may be, a policy otherwise complying
      with the provisions of Section 3.07(a), and there shall have been one or
      more losses which would have been covered by such property specific policy
      had it been maintained, promptly deposit into the Certificate Account from
      its own funds (without right of reimbursement) the amount not otherwise
      payable under the master single interest policy because of such deductible
      clause, to the extent that any such deductible exceeds the deductible
      limitation that pertained to the related Mortgage Loan, or, in the absence
      of any such deductible limitation, the deductible limitation which is
      consistent with the Servicing Standard.

            (c) Each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement keep in force with recognized
insurers that possess the Required Claims-Paying Ratings a fidelity bond in such
form and amount as would permit it to be a qualified Fannie Mae or Freddie Mac
seller-servicer of multifamily mortgage loans. Each of the Master Servicer and
the Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
Master Servicer or the Special Servicer, as the case may be. Such fidelity bond
shall provide that it may not be canceled without 30 days' prior written notice
to the Trustee.

      In addition, each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement keep in force with recognized
insurers that possess the Required Claims-Paying Ratings a policy or policies of
insurance covering loss occasioned by the errors and omissions of its officers
and employees in connection with its obligation to service the Mortgage Loans
for which it is responsible hereunder, which policy or policies shall be in such
form and amount as would permit it to be a qualified Fannie Mae or Freddie Mac
seller-servicer of multifamily mortgage loans. Any such errors and omissions
policy, if required, shall provide that it may not be canceled without 30 days'
prior written notice to the Trustee.

      It is understood and agreed that the Rating Agencies have affirmed in
writing that the use of certain specified insurance carriers by the Master
Servicer, the Special Servicer and/or Sub-Servicers will not, in and of itself,
cause a downgrade, qualification or change in the rating assigned to any Class
of Certificates, notwithstanding that such insurance carriers do not possess the
Required Claims-Paying Ratings as of the Closing Date. It is further understood
and agreed that if the claims-paying ratings of any such insurance carrier are
downgraded below the level assigned as of the Closing Date, such insurance
carrier promptly shall be replaced by a Qualified Insurer that possesses the
Required Claims-Paying Ratings.

            (d)   All insurance coverage required to be maintained under this
Section 3.07 shall be obtained from Qualified Insurers.

            SECTION  3.08   Enforcement of Due-On-Sale Clauses;
                            Assumption Agreements; Subordinate Financing.

            (a) As to each Mortgage Loan which 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
      of an interest in the related Mortgaged Property or of a controlling
      interest in the related Mortgagor; 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, each of
the Master Servicer and the Special Servicer shall, on behalf of the Trustee as
the mortgagee of record, as to those Mortgage Loans it is obligated to service
hereunder, exercise (or 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, but subject to Section 3.20(a)(iii); provided that,
notwithstanding anything to the contrary contained herein, neither the Master
Servicer nor the Special Servicer shall waive any right it has, or grant any
consent it is otherwise entitled to withhold, under any related "due-on-sale"
clause unless it first (1) shall have provided, at least five Business Days
prior to the granting of such waiver or consent, to any single Holder that
constitutes the Majority Certificateholder of the Controlling Class and, in the
case of the Master Servicer, to the Special Servicer written notice of the
matter and a written explanation of the surrounding circumstances, (2) upon
request made within such five Business Day-period, shall have discussed the
matter with any such single Holder that constitutes the Majority
Certificateholder of the Controlling Class and/or, in the case of the Master
Servicer, with the Special Servicer and (3) if the then-outstanding principal
balance of the subject Mortgage Loan (together with the then-outstanding
aggregate principal balance of all other Mortgage Loans to the same Mortgagor or
to other Mortgagors that are, to the Master Servicer's or Special Servicer's, as
applicable, actual knowledge, Affiliates of the Mortgagor under the subject
Mortgage Loan) is more than 2% of the then-outstanding aggregate principal
balance of the Mortgage Pool, shall have obtained written confirmation from each
Rating Agency that such action shall not result in a qualification, downgrade or
withdrawal of the rating then assigned by such Rating Agency to any Class of
Certificates; and provided, further, that, notwithstanding anything to the
contrary contained herein, neither the Master Servicer nor the Special Servicer
shall waive any right it has, or grant any consent it is otherwise entitled to
withhold, under any related "due-on-sale" clause governing the transfer of any
Mortgaged Property which secures, or controlling interests in any Mortgagor
under, a Group of Cross-Collateralized Mortgage Loans unless all of the
Mortgaged Properties securing, or a controlling interest in all the Mortgagors
(if more than one) under, such Group of Cross-Collateralized Mortgage Loans are
transferred simultaneously to the same transferee. In the event that the Master
Servicer or 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 Master Servicer or the Special Servicer,
as the case may be, may, if consistent with the Servicing Standard, 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 and, in connection therewith, 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, or result in the receipt by
REMIC I or REMIC II of net income from a "prohibited transaction", under the
REMIC Provisions). The Master Servicer or the Special Servicer, as the case may
be, shall promptly notify the Trustee in writing of any such agreement and
forward the original thereof to the Trustee for inclusion in the related
Mortgage File.

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

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

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

then, for so long as such Mortgage Loan is included in the Trust Fund, each of
the Master Servicer and the Special Servicer shall on behalf of the Trustee as
the mortgagee of record, as to those Mortgage Loans it is obligated to service
hereunder, exercise (or 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, but subject to
Section 3.20(a)(iii); provided that, notwithstanding anything to the contrary
contained herein, neither the Master Servicer nor the Special Servicer shall
waive any right it has, or grant any consent it is otherwise entitled to
withhold, under any related "due-on-encumbrance" clause unless it first (1)
shall have provided, at least five Business Days prior to the granting of such
waiver or consent, to any single Holder that constitutes the Majority
Certificateholder of the Controlling Class and, in the case of the Master
Servicer, to the Special Servicer written notice of the matter and a written
explanation of the surrounding circumstances, and (2) upon request made within
such five Business Day-period, shall have discussed the matter with any such
single Holder that constitutes the Majority Certificateholder of the Controlling
Class and/or, in the case of the Master Servicer, with the Special Servicer; and
provided, further, that, notwithstanding anything to the contrary contained
herein, neither the Master Servicer nor the Special Servicer shall waive any
right it has, or grant any consent it is otherwise entitled to withhold, under
any related "due-on-encumbrance" clause until it has received written
confirmation from each Rating Agency that such action would not result in the
qualification, downgrade or withdrawal of the rating then assigned by such
Rating Agency to any Class of Certificates.

            (c) Nothing in this Section 3.08 shall constitute a waiver of
the Trustee's right, as the mortgagee of record, to receive notice of any
assumption of a Mortgage Loan, any sale or other transfer of the related
Mortgaged Property or the creation of any additional lien or other encumbrance
with respect to such Mortgaged Property.

            SECTION 3.09  Realization Upon Defaulted Mortgage Loans.

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments, and
which are not released from the Trust Fund pursuant to any other provision
hereof, if the Special Servicer determines, consistent with the Servicing
Standard, that such action would be in the best economic interest of the Trust;
provided that neither the Master Servicer nor the Special Servicer shall, with
respect to any Hyper-Amortization Loan after its Anticipated Repayment Date,
take any enforcement action with respect to the payment of Additional Interest
(other than the making of requests for its collection) unless (i) the taking of
an enforcement action with respect to the payment of other amounts due under
such Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, and without regard to such Additional Interest, also necessary,
appropriate and consistent with the Servicing Standard or (ii) all other amounts
due under such Mortgage Loan have been paid, the payment of such Additional
Interest has not been forgiven in accordance with Section 3.20 and, in the good
faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds
expected to be recovered in connection with such enforcement action will cover
the anticipated costs of such enforcement action and, if applicable, any
associated Advance Interest. The Special Servicer shall advance or direct the
Master Servicer to advance, as contemplated by Section 3.19(d), all costs and
expenses to be incurred on behalf of the Trust in any such proceedings, subject
to each of the Master Servicer and the Special Servicer being entitled to
reimbursement for any such advance as a Servicing Advance as provided in Section
3.05(a), and further subject to the Special Servicer's 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. In connection with the foregoing, in the event of a
default under any Mortgage Loan or Group of Cross-Collateralized Mortgage Loans
that are secured by real properties located in multiple states, and such states
include the State of California or another state with a statute, rule or
regulation comparable to the State of California's "one action" rule, then the
Special Servicer shall consult with Independent counsel regarding the order and
manner in which the Special Servicer should foreclose upon or comparably proceed
against such properties (the cost of such consultation to be advanced by the
Master Servicer as a Servicing Advance, at the direction of the Special
Servicer, subject to the Master Servicer's being entitled to reimbursement
therefor as a Servicing Advance as provided in Section 3.05(a)). 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 3.09 shall be construed so as to
require the Special Servicer, on behalf of the Trust, to make an offer on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Special Servicer
in its reasonable and good faith judgment taking into account the factors
described in Section 3.18(e) and the results of any Appraisal obtained pursuant
to the following sentence or otherwise, all such offers to be made in a manner
consistent with the Servicing Standard. If and when the Special Servicer or the
Master Servicer deems it necessary and prudent for purposes of establishing the
fair market value of any Mortgaged Property securing a defaulted Mortgage Loan,
whether for purposes of making an offer at(foreclosure or otherwise, the Special
Servicer or the Master Servicer, as the case may be, is authorized to have an
Appraisal completed with respect to such property (the cost of which Appraisal
shall be advanced by the Master Servicer as a Servicing Advance, subject to its
being entitled to reimbursement therefor as a Servicing Advance as provided in
Section 3.05(a), such Advance to be made at the direction of the Special
Servicer when the Appraisal is obtained by the Special Service).

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 (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 reasonable cost of which may be withdrawn from the Certificate
      Account pursuant to Section 3.05(a)) to the effect that the holding of
      such personal property by the Trust will not cause either of REMIC I or
      REMIC II to fail to qualify as a REMIC at any time that any Certificate is
      outstanding or, subject to Section 3.17, cause the imposition of a tax on
      the Trust under the REMIC Provisions.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Special Servicer nor the Master Servicer shall, on behalf of the
Trustee, initiate 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 determined in accordance with the
Servicing Standard, based on a Phase I Environmental Assessment (and any
additional environmental testing that the Special Servicer deems necessary and
prudent) of such Mortgaged Property performed by an Independent Person who
regularly conducts Phase I Environmental Assessments and such additional
environmental testing, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property in compliance therewith and
      proceeding against the Mortgaged Property is reasonably likely to produce
      a greater recovery to Certificateholders on a present value basis (the
      relevant discounting of anticipated collections that will be distributable
      to Certificateholders to be performed at the related Net Mortgage Rate
      (or, in the case of a Hyper-Amortization Loan after its Anticipated
      Repayment Date, at the related Net Mortgage Rate immediately prior to the
      Anticipated Repayment Date)), taking into consideration any associated
      liabilities, than not taking such actions and not proceeding against such
      Mortgaged Property; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and/or regulations or, if such circumstances
      or conditions are present for which any such action could be required,
      that taking such actions with respect to such Mortgaged Property and
      proceeding against the Mortgaged Property is reasonably likely to produce
      a greater recovery to Certificateholders on a present value basis (the
      relevant discounting of anticipated collections that will be distributable
      to Certificateholders to be performed at the related Net Mortgage Rate
      (or, in the in the case of a Hyper-Amortization Loan after its Anticipated
      Repayment Date, at the related Net Mortgage Rate immediately prior to the
      Anticipated Repayment Date)), taking into consideration any associated
      liabilities, than not taking such actions and not proceeding against such
      Mortgaged Property.

            The cost of such Phase I Environmental Assessment and any such
additional environmental testing, 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, shall be advanced by the Master Servicer at the
direction of the Special Servicer given in accordance with the Servicing
Standard; provided, however, that the Master Servicer shall not be obligated in
connection therewith to advance any funds which, if so advanced, would
constitute a Nonrecoverable Servicing Advance. Amounts so advanced shall be
subject to reimbursement as Servicing Advances in accordance with Section
3.05(a).

            (d) If the environmental testing contemplated by Section 3.09(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, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property, but including the sale of the
affected Mortgage Loan) and, at such time as it deems appropriate, may, on
behalf of the Trustee, release all or a portion of such Mortgaged Property from
the lien of the related Mortgage; provided that prior to the release of all or a
portion of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified the Trustee in writing of its
intention to so release all or a portion of such Mortgaged Property, (ii) the
Trustee shall have notified the Certificateholders in writing of the Special
Servicer's intention to so release all or a portion of such Mortgaged Property
and (iii) the Holders of Certificates entitled to a majority of the Voting
Rights shall not have objected to such release within 30 days of the Trustee's
distributing such notice.

            (e) The Special Servicer shall provide written reports to the
Trustee and the Master Servicer monthly regarding any 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 or that any
remedial, corrective or other further action contemplated by either such clause
is required, in each case until the earliest to occur of (i) satisfaction of
both such conditions and completion of all such remedial, corrective or other
further action, (ii) repurchase of the related Mortgage Loan by the Mortgage
Loan Seller and (iii) release of the lien of the related Mortgage on such
Mortgaged Property. The Trustee shall forward copies of all such reports to the
Certificateholders and the Rating Agencies promptly following the receipt
thereof.

            (f) The Special Servicer shall file the information returns with
respect to the receipt of any mortgage interest received in a trade or business,
the reports of foreclosures and abandonments and reports relating to any
cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and 6050P of the Code and deliver to the
Trustee an Officer's Certificate stating that such reports have been filed. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan permit such an action.
The Master Servicer, at the direction of the Special Servicer, shall advance the
costs incurred in any such deficiency action, subject to its being entitled to
reimbursement therefor as a Servicing Advance as provided in Section 3.05(a).

            (h) The Special Servicer shall maintain accurate records,
certified by a Servicing Officer, of each Final Recovery Determination in
respect of 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 Rating Agencies no later than the
______ Business Day following such Final Recovery Determination.]

            SECTION 3.10  Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer or Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or Special Servicer, as the case may be, shall immediately notify the Trustee
and request delivery of the related Mortgage File by delivering thereto a
Request for Release in the form of Exhibit D attached hereto signed by a
Servicing Officer of the Master Servicer or Special Servicer, as applicable. Any
such Request for Release shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.04(a)
have been or will be so deposited. Upon receipt of such notice and request
conforming in all material respects to the provisions hereof, the Trustee shall
promptly release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or Special Servicer, as applicable. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Certificate Account.

            (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), then, upon
request of the Master Servicer or the Special Servicer and receipt therefrom of
a Request for Release in the form of Exhibit D attached hereto signed by a
Servicing Officer thereof, the Trustee shall release, or cause any related
Custodian to release, such Mortgage File (or portion thereof) to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File (or portion thereof) to the Trustee or the related Custodian, or
the delivery to the Trustee of a certificate of a Servicing Officer of the
Special Servicer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation which are
required to be deposited into the Certificate Account pursuant to Section
3.04(a) have been or will be so deposited, or that such Mortgage Loan has become
an REO Property, the Request for Release shall be released by the Trustee to the
Master Servicer or the Special Servicer, as applicable.

            (c) The Trustee, if requested, shall promptly execute and deliver to
the Special Servicer any court pleadings, requests for trustee's sale or other
documents furnished by the Special Servicer and certified by it as being
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity or for any other purpose necessary or
advisable in the reasonable, good faith judgment of the Special Servicer;
provided, however, that the Special Servicer shall be responsible for the
preparation of all such documents and pleadings; and when submitted to the
Trustee for signature, such documents or pleadings shall be accompanied by a
certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

            SECTION 3.11  Servicing Compensation; Interest on Servicing
                          Advances; Payment of Certain Expenses; Obligations
                          of the Trustee Regarding Back-up Servicing Advances.

            (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 REO Loan. As to each such Mortgage Loan and REO Loan, the
Master Servicing Fee shall accrue at the applicable Master Servicing Fee Rate on
the basis of the same principal amount and for the same number of days
respecting which any related interest payment due on such Mortgage Loan or
deemed to be due on such REO Loan is computed under the terms of the related
Mortgage Note (as such terms may be changed or modified at any time following
the Closing Date) and applicable law, and without giving effect to any
Additional Interest that may accrue on any Hyper-Amortization Loan after its
Anticipated Repayment Date. The Master Servicing Fee with respect to any
Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in
respect thereof. Earned but unpaid Master Servicing Fees shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan and REO Revenues allocable as interest on each REO Loan. The Master
Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of
any Mortgage Loan or REO Loan out of Insurance Proceeds or Liquidation Proceeds,
to the extent permitted by Section 3.05(a). The right to receive the Master
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement or except as provided in Section 3.22(d). The
Master Servicer shall, monthly out of its Master Servicing Fee, pay to any
Sub-Servicer retained by the Master Servicer such Sub-Servicer's sub-servicing
fee (including, without limitation, any Primary Servicing Fee, if applicable),
to the extent such Sub-Servicer is entitled thereto under the applicable
Sub-Servicing Agreement.

            (b) The Master Servicer shall be entitled to receive as additional
servicing compensation:

            (i) Default Charges, assumption fees, modification fees, charges for
      beneficiary statements or demands and any similar fees (excluding
      Prepayment Premiums), in each case to the extent actually paid by a
      Mortgagor with respect to a Mortgage Loan that is not a Specially Serviced
      Mortgage Loan;

            (ii) amounts collected for checks returned for insufficient funds,
      to the extent actually paid by a Mortgagor with respect to any Mortgage
      Loan;

            (iii) any Prepayment Interest Excesses collected on the Mortgage
      Loans;

            (iv) interest or other income earned on deposits in the Certificate
      Account, in accordance with Section 3.06(b) (but only to the extent of the
      Net Investment Earnings, if any, with respect to the Certificate Account
      for each Collection Period); and

            (v) to the extent not required to be paid to any Mortgagor under
      applicable law or under the related Mortgage, any interest or other income
      earned on deposits in the Servicing Accounts maintained by the Master
      Servicer;

provided that with respect to the items of additional servicing compensation set
forth in clauses (i) and (ii) above, the Master Servicer shall, in turn, pay the
amounts described therein to the related Sub-Servicer to the extent such
Sub-Servicer is entitled thereto under the applicable Sub-Servicing Agreement.

      The Master Servicer shall be required to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any
Sub-Servicer retained by it and the premiums for any blanket policy insuring
against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not payable directly out of the Certificate Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

            (c) 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 Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate on the basis of the same
principal amount and for the same number of days respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed under the terms of the related Mortgage Note (as such terms may be
modified at any time following the Closing Date) and applicable law, and without
giving effect to any Additional Interest that may accrue on any
Hyper-Amortization Loan after its Anticipated Repayment Date. The Special
Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan
shall cease to accrue as of the date a Liquidation Event occurs in respect
thereof or it becomes a Corrected Mortgage Loan. Earned but unpaid Special
Servicing Fees shall be payable monthly out of general collections on the
Mortgage Loans and any REO Properties on deposit in the Certificate Account
pursuant to Section 3.05(a).

      As further compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Standby Fee with respect to each Mortgage Loan
and each REO Loan. As to each Mortgage Loan and each REO Loan, the Standby Fee
shall accrue from time to time at the Standby Fee Rate on the basis of the same
principal amount and for the same number of days respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed under the terms of the related Mortgage Note (as such terms may be
modified at any time following the Closing Date) and applicable law, and without
giving effect to any Additional Interest that may accrue on any
Hyper-Amortization Loan after its Anticipated Repayment Date. Standby Fees shall
be payable monthly by the Master Servicer on a loan-by-loan basis out of its
Master Servicing Fees received with respect to each Mortgage Loan and each REO
Loan.

      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, unless the basis on which such Mortgage Loan became a Corrected
Mortgage Loan was the remediation of a circumstance or condition relating to the
Mortgage Loan Seller's obligation to repurchase such Mortgage Loan pursuant to
Section 2.03, in which case, if such Mortgage Loan is repurchased within the
______ day period described in Section 2.03(a), no Workout Fee will be payable
from or based upon the receipt of, any Purchase Price paid by the Mortgage Loan
Seller in satisfaction of such repurchase obligation. Furthermore, no Workout
Fees will be payable from or based upon the receipt of any Liquidation Proceeds
paid by any Majority Certificateholder of the Controlling Class or the Master
Servicer in connection with the purchase of all the Mortgage Loans and any REO
Properties in the Trust Fund pursuant to Section 9.01 hereof. As to each
Corrected Mortgage Loan, subject to the exceptions provided for in the two
preceding sentences, the Workout Fee shall be payable from, and shall be
calculated by application of the Workout Fee Rate to, each collection of
interest (other than Default Interest and, in the case of a Hyper-Amortization
Loan after its Anticipated Repayment Date, Additional Interest) and principal
received on such Mortgage Loan for so long as it remains a Corrected Mortgage
Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to
be payable if 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 clause (ii) of the first paragraph of Section 6.04,
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 Workout Fees), in each case until the Workout Fee for any such
Mortgage 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 or discounted payoff from the related Mortgagor or any Liquidation Proceeds
(other than in connection with the purchase of any such Specially Serviced
Mortgage Loan or REO Property by the Special Servicer pursuant to Section 3.18,
by the Master Servicer or the Majority Certificateholder of the Controlling
Class pursuant to Section 3.18 or Section 9.01, or by the Mortgage Loan Seller
pursuant to Section 2.03 within _____ days of its discovery or notice of the
breach or Document Defect that gave rise to the repurchase obligation, and other
than in connection with the condemnation or other governmental taking of a
Mortgaged Property or REO Property). As to each such Specially Serviced Mortgage
Loan or REO Property, the Liquidation Fee shall be payable from, and shall be
calculated by application of the Liquidation Fee Rate to, such full or
discounted payoff and/or Liquidation Proceeds (excluding any portion of such
payoff and/or proceeds that represents accrued but unpaid Additional Interest
with respect to a Hyper-Amortization Loan after its Anticipated Repayment Date
or accrued but unpaid Default Interest); provided that no Liquidation Fee will
be payable with respect to any such Specially Serviced Mortgage Loan that
becomes a Corrected Mortgage Loan; and provided, further, that (without limiting
the Special Servicer's right to any Workout Fee that is properly payable
therefrom), 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 or in connection with a condemnation or other
governmental taking of a Mortgaged Property or REO Property.

      Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same Mortgage Loan shall not be paid from the same
proceeds on or with respect to such Mortgage Loan.

      The Special Servicer's right to receive the Special Servicing Fee, the
Standby Fee, the Workout Fee and/or the Liquidation Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under this Agreement.

            (d) The Special Servicer shall be entitled to receive as additional
special servicing compensation:

            (i) (A) to the extent allocable to the period when any Mortgage Loan
      is a Specially Serviced Mortgage Loan or to the extent allocable to an REO
      Loan, any Net Default Charges actually collected on such Mortgage Loan or
      REO Loan, as the case may be, and (B) assumption fees, modification fees,
      charges for beneficiary statements or demands and any similar fees
      (excluding Prepayment Premiums) actually collected on or with respect to
      Specially Serviced Mortgage Loans or REO Loans; and

            (ii) interest or other income earned on deposits in the REO Account,
      if established, in accordance with Section 3.06(b) (but only to the extent
      of the Net Investment Earnings, if any, with respect to the REO Account
      for each Collection Period).

      To the extent the amounts described in clause (i)(B) of the preceding
paragraph are collected by the Master Servicer, the Master Servicer shall
promptly pay such amounts to the Special Servicer and shall not be required to
deposit such amounts in the Certificate Account pursuant to Section 3.04(a).
Additional servicing compensation to which the Master Servicer (or, if so
provided by the applicable Sub-Servicing Agreement, any Sub-Servicer retained
thereby) is entitled pursuant to Section 3.11(b) in the form of assumption fees,
modification fees, charges for beneficiary statements or demands and any similar
fees (excluding Prepayment Premiums) collected by the Special Servicer on
Mortgage Loans that are not Specially Serviced Mortgage Loans or REO Loans, or
in the form of amounts collected for checks returned for insufficient funds with
respect to any Mortgage Loans (including, without limitation, Specially Serviced
Mortgage Loans), shall be paid promptly to the Master Servicer by the Special
Servicer.

      The Special Servicer shall be required to pay out of its own funds all
overhead, general and administrative expenses incurred by it in connection with
its servicing activities hereunder (including, without limitation, payment of
any amounts due and owing to any Sub-Servicers retained by it and the premiums
for any blanket policy obtained by it insuring against hazard losses pursuant to
Section 3.07(b)), if and to the extent such expenses are not payable directly
out of the Certificate Account or the REO Account and the Master Servicer is not
required to advance such expenses at the direction of the Special Servicer, and
the Special Servicer shall not be entitled to reimbursement except as expressly
provided in this Agreement.

            (e) If the Master Servicer or Special Servicer is required under
this Agreement to make a Servicing Advance, but neither does so within 15 days
after such Servicing Advance is required to be made, the Trustee shall, if it
has actual knowledge of such failure on the part of the Master Servicer or
Special Servicer, as the case may be, give notice of such failure, as
applicable, to the Master Servicer and/or the Special Servicer. If such
Servicing Advance is not made by the Master Servicer or the Special Servicer
within one Business Day after such notice then (subject to Section 3.11(g)
below), the Trustee shall make such Servicing Advance. Any failure by the Master
Servicer or the Special Servicer to make a Servicing Advance it is required to
make hereunder shall constitute an Event of Default by the Master Servicer or
the Special Servicer, as the case may be, subject to and as provided in Section
7.01(a).

            (f) As and to the extent permitted by Section 3.05(a), the Master
Servicer, the Special Servicer (to the extent it has not already been reimbursed
for any such Servicing Advance by the Master Servicer) and the Trustee shall
each be entitled to receive interest at the Reimbursement Rate in effect from
time to time, accrued on the amount of each Servicing Advance made thereby (out
of its own funds) for so long as such Servicing Advance is outstanding, and such
interest will be paid: first, out of any Default Charges collected on or in
respect of the related Mortgage Loan during, and allocable to, the period, if
any, that it was a Specially Serviced Mortgage Loan or an REO Loan; and second,
at any time coinciding with or following the reimbursement of such Servicing
Advance, out of general collections on the Mortgage Loans and any REO Properties
on deposit in the Certificate Account. As and to the extent provided in Sections
3.03(a) and 3.05(a), the Master Servicer shall reimburse itself, the Special
Servicer or the Trustee, as appropriate, for any Servicing Advance made thereby
as soon as practicable after funds available for such purpose are (deposited in
the Certificate Account or a Servicing Account.

            (g) Notwithstanding anything to the contrary set forth herein, none
of the Master Servicer, the Special Servicer or the Trustee, shall be required
to make any Servicing Advance (including, without limitation, an Emergency
Advance) that it determines in its reasonable, good faith judgment would
constitute a Nonrecoverable Servicing Advance. In addition, Nonrecoverable
Servicing Advances shall be reimbursable pursuant to Section 3.05(a)(vii) out of
general collections on the Mortgage Pool on deposit in the Certificate Account.
The determination by the Master Servicer, the Special Servicer or, if
applicable, the Trustee, that it has made a Nonrecoverable Servicing Advance or
that any proposed Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance, shall be evidenced by an Officer's Certificate delivered
promptly to the Trustee (or, if applicable, retained thereby), the Depositor and
the Rating Agencies, 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 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, including, without limitation, engineers' reports, environmental
surveys, inspection reports, rent rolls, income and expense statements or
similar reports, that the Master Servicer or the Special Servicer may have
obtained and that supports such determination. If such an Appraisal 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 a Servicing Advance, obtain an Appraisal for such purpose
at the expense of the Trust. The Trustee shall 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 Servicing Advance,
and 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 Servicing Advance.

            (h) Notwithstanding anything to the contrary set forth herein, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an REO Property is involved) pay directly out of the
Certificate Account any servicing expense that, if paid by the Master Servicer
or the Special Servicer, would constitute a Nonrecoverable Servicing Advance;
provided that the Master Servicer (or the Special Servicer, if a Specially
Serviced Mortgage Loan or an REO Property is involved) has determined in
accordance with the Servicing Standard that making such payment is in the best
interests of the Certificateholders (as a collective whole), as evidenced by an
Officer's Certificate delivered promptly to the Trustee, the Depositor and the
Rating Agencies, setting forth the basis for such determination and accompanied
by any information that the Master Servicer or the Special Servicer may have
obtained that supports such determination.

            SECTION 3.12  Inspections; Collection of Financial Statements.

            (a) Commencing in 200_, the Master Servicer shall inspect or cause
the inspection of each Mortgaged Property at least once every two years (or, if
the related Mortgage Loan has a then current balance greater than $2,000,000, at
least once every year), provided that at least 50% of the Mortgaged Properties
(by both number and aggregate Stated Principal Balances of the related Mortgage
Loans) will be inspected each year by the Master Servicer (or an entity employed
by the Master Servicer for such purpose) or, in accordance with the second
succeeding sentence, by the Special Servicer. The Master Servicer shall be
responsible for such inspections only in respect of (i) Mortgage Loans that are
not Specially Serviced Mortgage Loans and (ii) Corrected Mortgage Loans. The
Special Servicer, subject to statutory limitations or limitations set forth in
the related Mortgage Loan documents, shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after the
servicing of the related Mortgage Loan is transferred thereto pursuant to
Section 3.21(a). The Master Servicer and the Special Servicer shall each prepare
or cause to be prepared as soon as reasonably possible a written report of each
such inspection performed or caused to be performed thereby detailing the
condition of the Mortgaged Property and specifying the existence of (i) any
vacancy in the Mortgaged Property that is, in the reasonable judgment of the
Master Servicer or Special Servicer (or their respective designees), as the case
may be, material and is evident from such inspection, (ii) any abandonment of
the Mortgaged Property, (iii) any change in the condition or value of the
Mortgaged Property that is, in the reasonable judgment of the Master Servicer or
Special Servicer (or their respective designees), as the case may be, material
and is evident from such inspection, (iv) any waste on or deferred maintenance
in respect of the Mortgaged Property that is evident from such inspection or (v)
any capital improvements made that are evident from such inspection. The Master
Servicer and Special Servicer each shall, within ____ days of the preparation
thereof, deliver to the Trustee, any single Holder that then constitutes the
Majority Certificateholder of the Controlling Class, the Rating Agencies and
each other a copy of (and, upon request, shall promptly discuss therewith the
contents of) each such written report prepared or caused to be prepared by or on
behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver
to the requesting party and the Trustee) such additional information with
respect to the matters addressed in such written report as the Special Servicer,
and/or any single Holder that then constitutes the Majority Certificateholder of
the Controlling Class, may reasonably request and shall cooperate with and
reasonably assist the Special Servicer in making direct inquiries with any
Mortgagor to the extent any such direct inquiry by the Special Servicer would
not violate the terms of any applicable Sub-Servicing Agreement; provided that
if the Special Servicer or any such Certificateholder shall desire such an
inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then
being primary serviced by a Sub-Servicer, then the Master Servicer shall in each
instance (regardless of whether such Mortgage Loan was originated by such
Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that
such Sub-Servicer make such inquiry (and the Master Servicer or the Special
Servicer may contact such Mortgagor directly in such instance if such request
has been so made to such Sub-Servicer and the requested information has not
thereafter been obtained by such Sub-Servicer within a reasonable time). The
Trustee shall make available to Certificateholders, Certificate Owners and
prospective Certificateholders and Certificate Owners (which prospective
Certificateholders and Certificate Owners have been certified to it as such by a
Certificateholder or a Certificate Owner), in accordance with Section 8.12(b),
copies of all the written reports delivered to it pursuant to this Section
3.12(a) and, if and to the extent delivered to it in a written or electronic
format, the related additional information referred to in the preceding
sentence. In the absence of actual knowledge that the Master Servicer or the
Special Servicer is in default under this Section 3.12(a), the Trustee shall
have no obligation to confirm that inspections of the Mortgaged Properties are
being performed in accordance with this Section 3.12(a). The preceding sentence
notwithstanding, in the event the Trustee has received, as of December 31 of any
calendar year, inspection reports with respect to less than 50% of the Mortgaged
Properties as set forth in the first sentence of this Section 3.12(a), the
Trustee shall notify the Master Servicer of such fact in writing on or before
January 31 of the immediately succeeding calendar year. The notice provided by
the Trustee to the Master Servicer of the deficiency in the number of inspection
reports provided to the Trustee, shall constitute notice "requiring the same to
be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state
on its face. If the Master Servicer does not provide satisfactory evidence
(which shall include the presentation of the required reports) of the
performance of the number of inspections required pursuant to the first sentence
of this Section 3.12(a) within _____ days of such notice, the Master Servicer
shall be deemed to have failed duly to observe and perform in all material
respects its covenants and agreements set forth in this Section 3.12(a).

            (b) The Special Servicer, in the case of the Specially Serviced
Mortgage Loans and REO Properties, and the Master Servicer, in the case of all
other Mortgage Loans, shall make reasonable efforts to collect or otherwise
obtain promptly (from the related Mortgagor in the case of a Mortgage Loan)
annual and quarterly operating statements and rent rolls of the related
Mortgaged Property or REO Property (and financial statements of the related
Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items
is required pursuant to the terms of the related Mortgage. The Special Servicer,
in the case of the Specially Serviced Mortgage Loans and REO Properties, and the
Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i)
review all such items as may be collected; (ii) prepare written reports based on
such reviews identifying the revenues, expenses, Net Operating Income and Debt
Service Coverage Ratios for the related Mortgage Loans and REO Loans and any
extraordinary increases or decreases in expenses or revenues associated with the
related Mortgaged Properties and REO Properties; (iii) deliver copies of the
collected items, and of the written reports prepared in respect thereof, to the
Trustee, any single Holder that then constitutes the Majority Certificateholder
of the Controlling Class, the Rating Agencies and each other, in each case
within ____ days of its receipt or preparation, as applicable (it being
understood and agreed that with respect to Mortgage Loans (including, without
limitation, Specially Serviced Mortgage Loans) that are primary serviced by a
Sub-Servicer, such collected items shall be deemed to have been received by the
Master Servicer or the Special Servicer, as the case may be, at the same time
they are received by the applicable Sub-Servicer); and (iv) promptly upon the
request of any Person referred in the immediately preceding clause (iii), to
discuss therewith the contents of the collected items and the written reports
referred to in the immediately preceding clause (iii). Furthermore, the Master
Servicer shall obtain (and shall deliver to the requesting party and the
Trustee) such additional information with respect to the matters addressed in
the collected items and written reports referred to above as the Special
Servicer, and/or any single Holder that then constitutes the Majority
Certificateholder of the Controlling Class, may reasonably request and shall
cooperate with and reasonably assist the Special Servicer in making direct
inquiries with any Mortgagor to the extent any such direct inquiry by the
Special Servicer would not violate the terms of any applicable Sub-Servicing
Agreement; provided that if the Special Servicer or any such Certificateholder
shall desire such an inquiry to be made of a Mortgagor, and if the subject
Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master
Servicer shall in each instance (regardless of whether such Mortgage Loan was
originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer,
first request that such Sub-Servicer make such inquiry (and the Master Servicer
or the Special Servicer may contact such Mortgagor directly in such instance if
such request has been so made to such Sub-Servicer and the requested information
has not thereafter been obtained by such Sub-Servicer within a reasonable time).
The Trustee shall make available to Certificateholders, Certificate Owners and
prospective Certificateholders and Certificate Owners (which prospective
Certificateholders and Certificate Owners have been certified to it as such by a
Certificateholder or a Certificate Owner), in accordance with Section 8.12(b),
copies of all the written reports delivered to it pursuant to this Section
3.12(b) and, if and to the extent delivered to it in written or electronic
format, the related additional information referred to in the preceding
sentence. In the absence of actual knowledge that the Master Servicer or the
Special Servicer is in default under this Section 3.12(b), the Trustee shall
have no obligation to confirm that the Master Servicer or the Special Servicer
has or is attempting to collect any of the items described above in this Section
3.12(b).

            SECTION 3.13  Annual Statement as to Compliance.

            Each of the Master Servicer and the Special Servicer will deliver to
the Trustee, with a copy to the Depositor, on or before __________ of each year,
beginning _________, 200_, an Officer's Certificate stating that (i) a review of
the activities of the Master Servicer or the Special Servicer, as the case may
be, during the preceding calendar year, and of its performance under this
Agreement during such calendar year, has been made under the signing officer's
supervision, (ii) 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 in all
material respects fulfilled all of its obligations under this Agreement
throughout such calendar year, or, if there has been a material default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof, and (iii) the Master Servicer or the
Special Servicer, as the case may be, has received no notice regarding the
qualification or status as a REMIC of, or otherwise asserting a tax (other than
ad valorem real property taxes or other similar taxes on REO Property) on the
income or assets of, any portion of the Trust Fund from the Internal Revenue
Service or from any other governmental agency or body or, if it has received any
such notice, specifying the details thereof. The signing officer shall have no
personal liability with respect to the content of any such statement, and the
Master Servicer or the Special Servicer, as the case may be, shall be deemed to
have made such statement and shall assume any liability resulting therefrom.

            The Master Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
Officer's Certificate delivered pursuant to this Section 3.13 to requirements
imposed by the Commission on the Depositor in connection with the Commission's
issuance of a no-action letter relating to the Depositor's reporting
requirements in respect of the Trust pursuant to the Exchange Act.

            SECTION 3.14  Reports by Independent Public Accountants.

            On or before __________ of each year, beginning _______, 200___ (or,
as to any such year, such earlier date as is contemplated by the last sentence
of this paragraph), each of the Master Servicer and the Special Servicer, at its
expense, shall cause a firm of independent public accountants that is a member
of the American Institute of Certified Public Accountants to furnish a statement
to the Depositor and the Trustee to the effect that such firm has examined such
documents and records as it has deemed necessary and appropriate relating to the
Master Servicer's or the Special Servicer's, as the case may be, servicing of
the Mortgage Loans under this Agreement or the servicing of mortgage loans
similar to the Mortgage Loans under substantially similar agreements for the
preceding calendar year (or during the period from the date of commencement of
the Master Servicer's or the Special Servicer's, as the case may be, duties
hereunder until the end of such preceding calendar year in the case of the first
such certificate) and that the assertion of the management of the Master
Servicer or the Special Servicer, as the case may be, that it maintained an
effective internal control system over servicing of the Mortgage Loans or
similar mortgage loans is fairly stated in all material respects, based upon
established criteria, which statement meets the standards applicable to
accountants' reports intended for general distribution. In rendering its report
such firm may rely, as to matters relating to the direct servicing of
securitized 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.
If the Depositor notifies the Trustee, the Master Servicer and the Special
Servicer on or before _________ of any year that such statements are required to
be filed with the Commission as part of the Form 10-K for the Trust covering the
prior calendar year, each of the Master Servicer and the Special Servicer shall
deliver such statement in respect of it by ____________ of such year.

            The Master Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
reports delivered pursuant to this Section 3.14 to requirements imposed by the
Commission on the Depositor in connection with the Commission's issuance of a
no-action letter relating to the Depositor's reporting requirements in respect
of the Trust pursuant to the Exchange Act.

            SECTION 3.15  Access to Certain Information.

            Each of the Master Servicer and the Special Servicer shall provide
or cause to be provided to the other such party, the Depositor, the Trustee and
the Rating Agencies, 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 any documentation regarding the Mortgage Loans and
the other assets of the Trust Fund that are within its control which 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.

            SECTION 3.16  Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee on behalf of the
Certificateholders. The Special Servicer shall sell any REO Property by the end
of the third calendar year following the year in which the Trust acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) is granted an extension of time (an "REO
Extension") by the Internal Revenue Service to sell such REO Property or (ii)
obtains for the Trustee and the REMIC Administrator an Opinion of Counsel,
addressed to the Trustee and the REMIC Administrator, to the effect that the
holding by the Trust of such REO Property subsequent to the end of the third
calendar year following the year in which such acquisition occurred, will not
result in the imposition of taxes on "prohibited transactions" of REMIC I or
REMIC II as defined in Section 860F of the Code or cause REMIC I or REMIC II to
fail to qualify as a REMIC at any time that any Certificates are outstanding. If
the Special Servicer is granted the REO Extension contemplated by clause (i) of
the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell such REO Property within such period longer than three years
following the year that such property was acquired, as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any reasonable 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 payable out of the
Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be
requested by the Special Servicer no later than ___ days before the end of the
third calendar year following the year in which the Trust acquired ownership of
the related REO Property.

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), to be held on behalf of the Trustee in trust
for the benefit of the Certificateholders, for the retention of revenues and
other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account and may consist of one account for all the REO Properties. The
Special Servicer shall deposit, or cause to be deposited, in the REO Account,
within two Business Days of receipt, all REO Revenues, Liquidation Proceeds (net
of all Liquidation Expenses paid therefrom) and Insurance Proceeds received in
respect of an REO Property. The Special Servicer is authorized to pay out of
related Liquidation Proceeds any Liquidation Expenses incurred in respect of an
REO Property and outstanding at the time such proceeds are received. Funds in
the REO Account may be invested in Permitted Investments in accordance with
Section 3.06. The Special Servicer shall be entitled to make withdrawals from
the REO Account to pay itself, as additional servicing compensation in
accordance with Section 3.11(d), interest and investment income earned in
respect of amounts held in the REO Account as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to the REO
Account for any Collection Period). The Special Servicer shall give notice to
the other parties hereto of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property. Within one Business Day following the end
of each Collection Period, the Special Servicer shall withdraw from the REO
Account and deposit into the Certificate Account or deliver to the Master
Servicer (which shall deposit such amounts into the Certificate Account) the
aggregate of all amounts received in respect of each REO Property during such
Collection Period, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided that the Special Servicer may retain in the REO
Account such portion of proceeds and collections as may be necessary to maintain
a reserve of sufficient funds for the proper operation, management, maintenance
and disposition of the related REO Property (including without limitation the
creation of a reasonable reserve for repairs, replacements and necessary capital
improvements and other related expenses), such reserve not to exceed an amount
sufficient to cover such items to be incurred during the following twelve-month
period.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

            SECTION 3.17  Management of REO Property.

            (a) 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 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"), such Mortgaged
      Property may be Directly Operated by the Special Servicer as REO Property;

            (ii) Directly Operating such Mortgaged Property as an REO Property
      could result in income from such property that would be subject to an REO
      Tax, but that a lease of such property to another party to operate such
      property, or the performance of some services by an Independent Contractor
      with respect to such property, or another method of operating such
      property would not result in income subject to an REO Tax, then the
      Special Servicer may (provided, that in the good faith and reasonable
      judgment of the Special Servicer, it is commercially feasible) acquire
      such Mortgaged Property as REO Property and so lease or operate such REO
      Property; or

            (iii) It is reasonable to believe that Directly Operating such
      property as REO Property could result in income subject to an REO Tax and
      that no commercially feasible means exists to operate such property as REO
      Property without the Trust incurring or possibly incurring an REO Tax on
      income from such property, the Special Servicer shall deliver to the REMIC
      Administrator, in writing, a proposed plan (the "Proposed Plan") to manage
      such property as REO Property. Such plan shall include potential sources
      of income, and to the extent commercially feasible, estimates of the
      amount of income from each such source. Within a reasonable period of time
      after receipt of such plan, the REMIC Administrator shall consult with the
      Special Servicer and shall 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 REMIC Administrator shall (to the maximum extent possible)
      advise the Special Servicer of the estimated amount of taxes that the
      Trust would be required to pay with respect to each such source of income.
      After receiving the information described in the two preceding sentences
      from the REMIC Administrator, 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 property in a
      manner that would not result in the imposition of an REO Tax on the income
      derived from such property.

      The Special Servicer's decision as to how each REO Property shall be
managed and operated shall be based on the good faith and reasonable judgment of
the Special Servicer as to which means would be in the best interest of the
Certificateholders by maximizing (to the extent commercially feasible) the net
after-tax REO Revenues received by the Trust with respect to such property
without materially impairing its marketability and, to the extent consistent
with the foregoing, in the same manner as would prudent mortgage loan servicers
and asset managers operating acquired mortgaged property comparable to such REO
Property. Both the Special Servicer and the REMIC Administrator may consult with
counsel knowledgeable in such matters at (to the extent reasonable) the expense
of the Trust in connection with determinations required under this Section
3.17(a). Neither the Special Servicer nor the REMIC Administrator 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 3.17(a) or, to the extent it relates to federal income tax consequences
for the Trust, Section 3.17(b) below. Nothing in this Section 3.17(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 3.18.

            (b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the benefit of
the Certificateholders solely for the purpose of its prompt 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,
except as contemplated by Section 3.17(a), result in the receipt by either of
REMIC I or REMIC II of any "income from non-permitted assets" within the meaning
of Section 860F(a)(2)(B) of the Code or in an Adverse REMIC Event in respect of
any such REMIC. Except as provided in Section 3.17(a), 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, contract or agreement
to which the Special Servicer or the Trust may become a party or 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 consistent with the
Servicing Standard and, consistent therewith, shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to any REO
Property, funds necessary for the proper operation, management, maintenance and
disposition of such REO Property, including without limitation:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            [(iii) any ground rents in respect of such REO Property;] and

            [(iv) all costs and expenses necessary to maintain, lease, sell,
      protect, manage, operate and restore such REO Property.

      To the extent that amounts on deposit in the REO Account in respect of any
REO Property are insufficient for the purposes set forth in clauses (i) through
[(iv)] above with respect to such REO Property, the Special Servicer shall
direct the Master Servicer to make (and the Master Servicer shall so make)
Servicing Advances in such amounts as are necessary for such purposes unless (as
evidenced in the manner contemplated by Section 3.11(g)) the Special Servicer or
the Master Servicer determines, in its reasonable, good faith judgment, that
such payment would be a Nonrecoverable Servicing Advance.

            (c) The Special Servicer may (and, except as otherwise permitted by
Section 3.17(a), shall if it would avoid an Adverse REMIC Event) 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;

            [(ii) the fees of such Independent Contractor [(which shall be
      expenses of the Trust)] shall be reasonable and customary in consideration
      of the nature and locality of the REO Property;

            [(iii) any such contract shall be consistent with the provisions of
      Treasury Regulation ss.1.856-4(b)(5) and, to the extent consistent
      therewith, shall be administered to require that the Independent
      Contractor, in a timely manner, (A) to the extent of available revenue
      from the REO Property, pay all costs and expenses incurred in connection
      with the operation and management of such REO Property, including, without
      limitation, those listed in Section 3.17(b) above, and (B) remit all
      related revenues collected (net of [its fees and] such costs and expenses)
      to the Special Servicer upon receipt;

            [(iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of any
      such REO Property;

            [(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; and

            [(vi) the appointment of such Independent Contractor will not result
      in a qualification, downgrading or withdrawal of any of the ratings then
      assigned to the Certificates by such Rating Agency (as evidenced in
      writing or otherwise by such Rating Agency).

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 3.18  Sale of Mortgage Loans and REO Properties.

            (a) The parties hereto may sell or purchase, or permit the sale or
purchase of, a Mortgage Loan or REO Property only on the terms and subject to
the conditions set forth in this Section 3.18 or as otherwise expressly provided
in or contemplated by Sections 2.03 and 9.01.

            (b) [If the Special Servicer has determined, in its good faith and
reasonable judgment, that any Defaulted Mortgage Loan will become the subject of
a foreclosure sale or similar proceeding, and that the sale of such Mortgage
Loan under the circumstances provided in this Section 3.18(b) or in Section
3.18(c) is in accordance with the Servicing Standard, the Special Servicer shall
promptly so notify in writing the Trustee and the Master Servicer, and the
Trustee shall, within 10 days after receipt of such notice, notify all the
Certificateholders of the Controlling Class. The Majority Certificateholder of
the Controlling Class may at its option purchase from the Trust, at a price
equal to the applicable Purchase Price, any such Defaulted Mortgage Loan. The
Purchase Price for any Mortgage Loan purchased under this paragraph (b) shall be
deposited into the Certificate Account, and the Trustee, upon receipt of an
Officer's Certificate from the Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Certificateholder(s)
effecting such purchase (or any designee thereof) the related Mortgage File, and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest in the Certificateholder(s) effecting such purchase (or any designee
thereof) ownership of such Mortgage Loan. In connection with any such purchase,
the Special Servicer shall deliver the related Servicing File to the
Certificateholder(s) effecting such purchase (or any designee thereof).

            (c) If the Majority Certificateholder of the Controlling Class has
not purchased any Defaulted Mortgage Loan described in the first sentence of
Section 3.18(b) within 15 days of its having received notice in respect thereof
pursuant to Section 3.18(b)] above, either the Special Servicer or, subject to
the Special Servicer's prior rights in such regard, the Master Servicer may at
its option purchase such Mortgage Loan from the Trust, at a price equal to the
Purchase Price. The Purchase Price for any such Mortgage Loan purchased under
this paragraph (c) shall be deposited into the Certificate Account, and the
Trustee, upon receipt of an Officer's Certificate from the Master Servicer to
the effect that such deposit has been made, shall release or cause to be
released to the Master Servicer or the Special Servicer, as applicable, the
related Mortgage File, and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be provided to
it and are reasonably necessary to vest in the Master Servicer or the Special
Servicer, as applicable, the ownership of such Mortgage Loan. In connection with
any such purchase by the Master Servicer, the Special Servicer shall deliver the
related Servicing File to the Master Servicer.

            (d) The Special Servicer may offer to sell any Defaulted Mortgage
Loan not otherwise purchased pursuant to Section 3.18(b) or Section 3.18(c)
above, if and when the Special Servicer determines, consistent with the
Servicing Standard, that such a sale would be in the best economic interests of
the Trust. Such offer shall be made in a commercially reasonable manner (which,
for purposes hereof, includes an offer to sell without representation or
warranty other than customary warranties of title, loan status, condition and
similar customary matters, if liability for breach thereof is limited to
recourse against the Trust) for a period of not less than 30 days. Unless the
Special Servicer determines that acceptance of any offer would not be in the
best economic interests of the Trust, the Special Servicer shall accept the
highest cash offer received from any Person that constitutes a fair price for
such Mortgage Loan. In the absence of any offer determined as provided below to
be fair, the Special Servicer shall proceed with respect to such Defaulted
Mortgage Loan in accordance with Section 3.09 and, otherwise, in accordance with
the Servicing Standard.

      The Special Servicer shall use its best efforts to solicit offers for each
REO Property in such manner as will be reasonably likely to realize a fair price
within the time period provided for by Section 3.16(a). The Special Servicer
shall accept the first (and, if multiple offers are received contemporaneously,
highest) cash offer received from any Person that constitutes a fair price
(determined pursuant to Section 3.18(e) below) for such REO Property. If the
Special Servicer reasonably believes that it will be unable to realize a fair
price (determined pursuant to Section 3.18(e) below) for any REO Property within
the time constraints imposed by Section 3.16(a), the Special Servicer shall
dispose of such REO Property upon such terms and conditions as the Special
Servicer shall deem necessary and desirable to maximize the recovery thereon
under the circumstances and, in connection therewith, shall accept the highest
outstanding cash offer, regardless of from whom received.

      The Special Servicer shall give the Trustee and the Master Servicer not
less than five Business Days' prior written notice of its intention to sell any
Defaulted Mortgage Loan or REO Property pursuant to this Section 3.18(d). No
Interested Person shall be obligated to submit an offer to purchase any such
Mortgage Loan or REO Property, and notwithstanding anything to the contrary
herein, neither the Trustee nor any of its respective Affiliates may make an
offer for or purchase any Defaulted Mortgage Loan or any REO Property pursuant
hereto.

            (e) Whether any cash offer constitutes a fair price for any
Defaulted Mortgage Loan or REO Property, as the case may be, for purposes of
Section 3.18(d), shall be determined by the Special Servicer or, if such cash
offer is from an Interested Person, by the Trustee. In determining whether any
offer received from an Interested Person represents a fair price for any such
Mortgage Loan or REO Property, the Trustee shall be supplied with and shall rely
on the most recent Appraisal or updated Appraisal conducted in accordance with
this Agreement within the preceding 12-month period or, in the absence of any
such Appraisal, on a narrative appraisal prepared by a Qualified Appraiser,
retained by the Special Servicer. Such appraiser shall be selected by the
Special Servicer if neither the Special Servicer nor any Affiliate thereof is
making an offer with respect to a Defaulted Mortgage Loan or REO Property and
shall be selected by the Trustee if the Special Servicer or an Affiliate thereof
is making such an offer. The cost of any such narrative appraisal shall be
advanced by the Master Servicer, at the direction of the Special Servicer, and
shall constitute a Servicing Advance. When any Interested Person is among those
making an offer with respect to a Defaulted Mortgage Loan or REO Property, the
Special Servicer shall require that all offers be submitted in writing and be
accompanied by a refundable deposit of cash in an amount equal to 5% of the
offered amount. In determining whether any offer from a Person other than an
Interested Person constitutes a fair price for any such Mortgage Loan or REO
Property, the Special Servicer shall take into account (in addition to the
results of any Appraisal, updated Appraisal or narrative Appraisal that it may
have obtained pursuant to this Agreement within the prior 12 months), and in
determining whether any offer from an Interested Person constitutes a fair price
for any such Mortgage Loan or REO Property, any appraiser or other expert in
real estate matters shall be instructed to take into account, as applicable,
among other factors, the period and amount of any delinquency on the affected
Mortgage Loan, the occupancy level and physical condition of the Mortgaged
Property or REO Property, the state of the local economy and the obligation to
dispose of any REO Property within the time period specified in Section 3.16(a).
Notwithstanding the other provisions of this Section 3.18, no cash offer from
any Interested Person or any Affiliate thereof in an amount less than the
related Purchase Price shall constitute a fair price for any Defaulted Mortgage
Loan or REO Property unless such offer is the highest cash offer received and at
least two additional offers (not including the offers of Interested Persons or
any Affiliates thereof) have been received from Independent third parties
reflecting prices less than the related Purchase Price. The Purchase Price for
any Defaulted Mortgage Loan or REO Property shall in all cases be deemed a fair
price.

            (f) Subject to Sections 3.18(a) through 3.18(e) above, the Special
Servicer shall act on behalf of the Trustee in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge
prospective offerors, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating offers without obligation to deposit such
amounts into the Certificate Account. Any sale of a Defaulted Mortgage Loan or
any REO Property shall be final and without recourse to the Trustee or the Trust
(except such recourse imposed by those representations and warranties typically
given in such transactions, any prorations applied thereto and any customary
closing matters), and if such sale is consummated in accordance with the terms
of this Agreement, none of the Special Servicer, the Master Servicer or the
Trustee shall have any liability to any Certificateholder with respect to the
purchase price therefor accepted by the Special Servicer or the Trustee.

            (g) Any sale of a Defaulted Mortgage Loan or any REO Property shall
be for cash only (unless, as evidenced by an Opinion of Counsel, changes in the
REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration).

            (h) Notwithstanding any of the foregoing paragraphs of this Section
3.18, the Special Servicer shall not be obligated to accept the highest cash
offer if the Special Servicer determines, in accordance with the Servicing
Standard, that rejection of such offer would be in the best interests of the
Certificateholders, and the Special Servicer may accept a lower cash offer (from
any Person other than itself or an Affiliate) if it determines, in accordance
with the Servicing Standard, that acceptance of such offer would be in the best
interests of the Certificateholders (for example, if the prospective buyer
making the lower offer is more likely to perform its obligations or the terms
(other than price) offered by the prospective buyer making the lower offer are
more favorable).

            SECTION 3.19  Additional Obligations of the Master
                          Servicer and the Special Servicer.

            (a) The Master Servicer shall maintain at its Primary Servicing
Office and shall, upon reasonable advance written notice, make available during
normal business hours for review by each Rating Agency and by any
Certificateholder or Certificate Owner or any Person identified to the Master
Servicer as a prospective transferee of a Certificate or an interest therein,
copies of the Servicing Files; provided that, if the Master Servicer in its
reasonable, good faith determination believes that any item of information
contained in such Servicing Files is of a nature that it should be conveyed to
all Certificateholders at the same time, it shall, as soon as reasonably
possible following its receipt of any such item of information, disclose such
item of information to the Trustee as part of the reports to be delivered to the
Trustee by the Master Servicer pursuant to Section 4.02(b), and until the
Trustee has either disclosed such information to all Certificateholders in a
Distribution Date Statement or has properly filed such information with the
Commission on behalf of the Trust under the Exchange Act, the Master Servicer
shall be entitled to withhold such item of information from any
Certificateholder or Certificate Owner or prospective transferee of a
Certificate or an interest therein; and provided, further, that the Servicer
shall not be required to make particular items of information contained in the
Servicing File for any Mortgage Loan available to any Person if the disclosure
of such particular items of information is expressly prohibited by the
provisions of any related Mortgage Loan documents. Except as set forth in the
provisos to the preceding sentence, copies of all or any portion of any
Servicing File are to be made available by the Master Servicer upon request;
however, the Master Servicer shall be permitted to require payment of a sum
sufficient to cover the reasonable out-of-pocket costs and expenses of providing
such service. The Special Servicer shall, as to each Specially Serviced Mortgage
Loan and REO Property, promptly deliver to the Master Servicer a copy of each
document or instrument added to the related Servicing File, and the Master
Servicer shall in no way be in default under this Section 3.19(a) solely by
reason of the Special Servicer's failure to do so.

      In connection with providing access to or copies of the items described in
the preceding paragraph, the Master Servicer may require, unless the Depositor
directs otherwise, (a) in the case of Certificate Owners, a written confirmation
executed by the requesting Person, in form reasonably satisfactory to the Master
Servicer, generally to the effect that such Person is a beneficial holder of
Certificates and will otherwise keep such information confidential and (b) in
the case of a prospective purchaser, confirmation executed by the requesting
Person generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein, is requesting the information for use in
evaluating a possible investment in Certificates and will otherwise keep such
information confidential. All Certificateholders, by the acceptance of their
Certificates, shall be deemed to have agreed to keep such information
confidential, except to the extent that the Depositor grants written permission
to the contrary. The Master Servicer shall not be liable for the dissemination
of information in accordance with this Section 3.19(a).

            (b) Within 30 days (or within such longer period as the Master
Servicer or the Special Servicer, as applicable, is (as certified thereby to the
Trustee in writing) diligently and in good faith proceeding to obtain the
Appraisal referred to below) after the earliest of (i) the date on which any
Mortgage Loan becomes a Modified Mortgage Loan, (ii) the 90th day following the
occurrence of any uncured delinquency in Monthly Payments with respect to any
Mortgage Loan, (iii) the date on which a receiver is appointed in respect of the
Mortgaged Property securing any Mortgage Loan, (iv) the date on which the
Mortgagor under any Mortgage Loan becomes the subject of bankruptcy or
insolvency proceedings, and (v) the date on which the Mortgaged Property
securing any Mortgage Loan becomes an REO Property (each such Mortgage Loan and
any related REO Loan, until it ceases to be such in accordance with the
following paragraph, a "Required Appraisal Loan"), the Master Servicer or
Special Servicer, as applicable, shall obtain an Appraisal of the related
Mortgaged Property; unless an Appraisal thereof had previously been obtained
within the prior twelve months. The cost of such Appraisal shall be advanced by
the Master Servicer, subject to its being entitled to reimbursement therefor as
a Servicing Advance as provided in Section 3.05(a), such Advance to be made at
the direction of the Special Servicer when the Appraisal is obtained by the
Special Servicer.

      With respect to each Required Appraisal Loan (unless such loan has become
a Corrected Mortgage Loan and has remained current for twelve consecutive
Monthly Payments, and no other Servicing Transfer Event has occurred with
respect thereto during such twelve months, in which case it will cease to be a
Required Appraisal Loan), the Special Servicer shall, within 30 days of each
anniversary of such loan's becoming a Required Appraisal Loan, order an update
of the prior Appraisal (the cost of which shall be advanced by the Master
Servicer as a Servicing Advance at the direction of the Special Servicer,
subject to the Master Servicer's right to reimbursement as provided in Section
3.05(a)). Based upon such Appraisal, the Special Servicer shall redetermine and
report to the Trustee the Appraisal Reduction Amount, if any, with respect to
such loan.

            (c) The Master Servicer and the Special Servicer shall each deliver
to the other and to the Trustee (for inclusion in the Mortgage File) and the
Rating Agencies 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.

            (d) No more frequently than once per calendar month, the Special
Servicer may require the Master Servicer, and the Master Servicer shall be
obligated, to reimburse the Special Servicer for any Servicing Advances made by
the Special Servicer, but not previously reimbursed (whether pursuant to Section
3.05(a), this Section 3.19(d) or otherwise) to the Special Servicer, and to pay
the Special Servicer interest thereon at the Reimbursement Rate from the date
made to, but not including, the date of reimbursement. Such reimbursement and
any accompanying payment of interest shall be made within ten (10) days of the
request therefor by wire transfer of immediately available funds to an account
designated by the Special Servicer. Upon the Master Servicer's reimbursement to
the Special Servicer of any Servicing Advance and payment to the Special
Servicer of interest thereon, all in accordance with this Section 3.19(d), the
Master Servicer shall for all purposes of this Agreement be deemed to have made
such Servicing Advance at the same time as the Special Servicer originally made
such Advance, and accordingly, the Master Servicer shall be entitled to
reimbursement for such Advance, together with Advance Interest thereon, at the
same time, in the same manner and to the same extent as the Master Servicer
would otherwise have been entitled if it had actually made such Servicing
Advance.

      Notwithstanding anything to the contrary contained in this Agreement, if
the Special Servicer (i) is required under any other provision of this Agreement
to direct the Master Servicer to make a Servicing Advance or (ii) is otherwise
aware a reasonable period in advance that it is reasonably likely that the
Special Servicer will incur a cost or expense that will, when incurred,
constitute a Servicing Advance, the Special Servicer shall (in the case of
clause (i) preceding), and shall use reasonable efforts to (in the case of
clause (ii) preceding), request that the Master Servicer make such Servicing
Advance, such request to be made in writing and in a timely manner that does not
materially and adversely affect the interests of any Certificateholder and at
least five Business Days prior to the date on which failure to make such
Servicing Advance would (with notice from the Trustee regardless of whether such
notice is actually received) constitute an Event of Default pursuant to Section
7.01(a)(v); provided, however, that the Special Servicer shall have an
obligation to make any Emergency Advance or any other Servicing Advance with
respect to which it would, under the circumstances, be inconsistent with the
Servicing Standard for the Special Servicer to request that the Master Servicer
make such Servicing Advance (in lieu of making such Servicing Advance itself and
seeking reimbursement therefor as provided herein); and provided, further, that
the Special Servicer shall, with respect to Specially Serviced Mortgage Loans
and REO Properties, make any Servicing Advance that it fails to timely request
the Master Servicer to make. The Master Servicer shall have the obligation to
make any such Servicing Advance that it is requested by the Special Servicer to
make within five Business Days of the Master Servicer's receipt of such request.
Subject to the foregoing, the Special Servicer shall be relieved of any
obligations with respect to a Servicing Advance that it timely requests the
Master Servicer to make (regardless of whether or not the Master Servicer shall
make such Servicing Advance), other than an Emergency Advance or any other
Servicing Advance with respect to which it would, under the circumstances, be
inconsistent with the Servicing Standard for the Special Servicer to request
that the Master Servicer make such Servicing Advance (in lieu of making such
Servicing Advance itself and seeking reimbursement therefor as provided herein).
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 3.19(d) or any
other provision of this Agreement to the contrary, the Master Servicer shall not
be required to reimburse the Special Servicer for, or make at the Special
Servicer's direction, any Servicing Advance if the Master Servicer determines in
its reasonable, good faith judgment that the Servicing Advance which the Special
Servicer is directing the Master Servicer to reimburse it for or make 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 Servicer and the Trustee in writing of such
determination. Such notice shall not obligate the Special Servicer to make such
Servicing Advance.

            (e) The Master Servicer shall deliver to the Trustee for deposit in
the Distribution Account on each Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount equal to the lesser of (i) the
aggregate of all Prepayment Interest Shortfalls incurred in connection with
Principal Prepayments received in respect of the Mortgage Pool during the most
recently ended Collection Period, and (ii) that portion of its aggregate Master
Servicing Fee for the related Collection Period that is, in the case of each and
every Mortgage Loan and REO Loan, calculated at 0.040% per annum, together with
the total amount of additional master servicing compensation to which the Master
Servicer is entitled under Section 3.11(b) and that was received during such
Collection Period.

            (f) Except under the same circumstances that it would be permitted
to waive a prepayment lockout provision in the subject Mortgage Loan pursuant to
Section 3.20(a), neither the Master Servicer nor the Special Servicer shall
consent to any Mortgagor's prepaying its Mortgage Loan, partially or in its
entirety, if the Mortgagor would be prohibited from doing so without such
consent.

            (g) The Master Servicer shall not exercise any discretionary right
it has with respect to any Mortgage Loan pursuant to the related Mortgage Note
or Mortgage to apply any amounts maintained as an escrow or reserve to the
principal balance of such Mortgage Loan except in the case of a default
thereunder.

            SECTION 3.20  Modifications, Waivers, Amendments and Consents.

            (a) The Master Servicer and the Special Servicer each may,
consistent with the Servicing Standard, agree to any modification, waiver or
amendment of any term of, forgive or defer the payment of interest (including,
without limitation, Default Interest and Additional Interest) on and principal
of, forgive late payment charges and Prepayment Premiums on, permit the release,
addition or substitution of collateral securing, and/or permit the release of
the Mortgagor on or any guarantor of any Mortgage Loan it is required to service
and administer hereunder, without the consent of the Trustee or any
Certificateholder, subject, however, to each of the following limitations,
conditions and restrictions:

            (i) other than as expressly provided in Section .02 (with respect to
      Default Charges), Section 3.08 (with respect to due-on-sale and
      due-on-encumbrance clauses) and Section 3.20(f) (with respect to
      Additional Interest), the Master Servicer shall not agree to any
      modification, waiver or amendment of any term of, or take any of the other
      acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan
      it is required to service and administer hereunder that would affect the
      amount or timing of any related payment of principal, interest or other
      amount payable thereunder or, in the Master Servicer's good faith and
      reasonable judgment, materially impair the security for such Mortgage Loan
      or reduce the likelihood of timely payment of amounts due thereon; the
      Special Servicer may, however, agree to any modification, waiver or
      amendment of any term of, or take any of the other acts referenced in this
      Section 3.20(a) with respect to, a Specially Serviced Mortgage Loan that
      would have any such effect, but only if a material default on such
      Mortgage Loan has occurred or, in the Special Servicer's reasonable and
      good faith judgment, a default in respect of payment on such Mortgage Loan
      is reasonably foreseeable, and such modification, waiver, amendment or
      other action is reasonably likely to produce a greater recovery to
      Certificateholders (as a collective whole) on a present value basis (the
      relevant discounting of anticipated collections that will be distributable
      to Certificateholders to be performed at the related Net Mortgage Rate
      (or, in the case of a Hyper-Amortization Loan after its Anticipated
      Repayment Date, the related Net Mortgage Rate in effect immediately prior
      to such Anticipated Repayment Date)), than would liquidation;

            (ii) the Special Servicer may not, in connection with any particular
      extension, extend the maturity date of any Specially Serviced Mortgage
      Loan beyond _________ ____, 20__;

            (iii) neither the Master Servicer nor the Special Servicer shall
      make or permit any modification, waiver or amendment of any term of, or
      take any of the other acts referenced in this Section 3.20(a) or in
      Section 3.08 with respect to, any Mortgage Loan that would (A) cause REMIC
      I or REMIC II to fail to qualify as a REMIC under the Code or result in
      the imposition of any tax on "prohibited transactions" or "contributions"
      after the Startup Day of either such REMIC under the REMIC Provisions or
      (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within
      the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer
      nor the Special Servicer shall be liable for decisions made under this
      subsection which were made in good faith and, unless it would constitute
      bad faith or negligence to do so, each of the Master Servicer and the
      Special Servicer may rely on Opinions of Counsel in making such
      decisions);

            (iv) neither the Master Servicer nor the Special Servicer shall
      permit any Mortgagor to add or substitute any collateral for an
      outstanding Mortgage Loan, which additional or substitute collateral
      constitutes real property, unless the Special Servicer shall have first
      determined in accordance with the Servicing Standard, based upon a Phase I
      Environmental Assessment (and such additional environmental testing as the
      Special Servicer deems necessary and appropriate) prepared by an
      Independent Person who regularly conducts Phase I Environmental
      Assessments (and such additional environmental testing), at the expense of
      the Mortgagor, that such additional or substitute collateral is in
      compliance with applicable environmental laws and regulations and that
      there are no circumstances or conditions present with respect to such new
      collateral relating to the use, management or disposal of any Hazardous
      Materials for which investigation, testing, monitoring, containment,
      clean-up or remediation would be required under any then applicable
      environmental laws and/or regulations; and

            (v) neither the Master Servicer nor the Special Servicer shall
      release any collateral securing an outstanding Mortgage Loan (including,
      without limitation, as part of a substitution of collateral), except in
      connection with a payment in full or, subject to the other provisions of
      this Section 3.20, a discounted payoff of such Mortgage Loan, or except as
      provided in Section 3.09(d), or except where the Rating Agencies have been
      notified in writing and (A) either (1) the use of the collateral to be
      released will not, in the Master Servicer's or Special Servicer's, as the
      case may be, good faith and reasonable judgment, materially and adversely
      affect the Net Operating Income being generated by or the use of the
      related Mortgaged Property, or (2) there is a corresponding principal
      paydown of such Mortgage Loan in an amount at least equal to, or a
      delivery of substitute collateral with an appraised value at least equal
      to, the appraised value of the collateral to be released, (B) the
      remaining Mortgaged Property and any substitute collateral is, in the
      Master Servicer's or Special Servicer's, as the case may be, good faith
      and reasonable judgment, adequate security for the remaining Mortgage Loan
      and (C) if the collateral that is being released has an Appraised Value in
      excess of $3,000,000, __________ has confirmed in writing that such
      release and/or substitution would not result in the downgrade,
      qualification or withdrawal of the rating then assigned by __________ to
      any Class of Certificates;

provided that (1) the limitations, conditions and restrictions set forth in
clauses (i) through (v) above shall not apply to any of the acts referenced in
this Section 3.20(a) in respect of any Mortgage Loan that is expressly provided
for, or that the related Mortgagor is permitted to effect without the
mortgagee's consent, in any event under the terms of such Mortgage Loan in
effect on the Closing Date, and (2) notwithstanding clauses (i) through (v)
above, neither the Master Servicer nor the Special Servicer shall be required to
oppose the confirmation of a plan in any bankruptcy or similar proceeding
involving a Mortgagor if in their reasonable and good faith judgment such
opposition would not ultimately prevent the confirmation of such plan or one
substantially similar.

            (b) The Special Servicer shall have no liability to the Trust, the
Certificateholders or any other Person if its analysis and determination that
the modification, waiver, amendment or other action contemplated by Section
3.20(a) is reasonably likely to produce a greater recovery to Certificateholders
on a present value basis than would liquidation, should prove to be wrong or
incorrect, so long as the analysis and determination were made on a reasonable
basis in good faith by the Special Servicer and the Special Servicer has
complied with the Servicing Standard in ascertaining the pertinent facts. Each
such determination shall be evidenced by an Officer's Certificate to such effect
to be delivered by the Special Servicer to the Trustee.

            (c) Any payment of interest, which is deferred pursuant to Section
3.20(a), shall not, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit or that such
interest may actually be capitalized.

            (d) The Master Servicer and the Special Servicer each may, as a
condition to its granting any request by a Mortgagor for consent, modification,
waiver or indulgence or any other matter or thing (except with respect to any
waiver pursuant to subsection (f) below), the granting of which is within the
Master Servicer's or Special Servicer's, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan
and is permitted by the terms of this Agreement, require that such Mortgagor pay
to it, as additional servicing compensation, a reasonable and customary fee (not
to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) for
the additional services performed in connection with such request, together with
any related costs and expenses incurred by it.

            (e) All modifications, waivers, amendments and other actions entered
into or taken in respect of the Mortgage Loans pursuant to the preceding
subsections of this Section 3.20 shall be in writing. Each of the Master
Servicer and the Special Servicer shall notify the other such party and the
Trustee, in writing, of any modification, waiver, amendment or other action
entered into or taken in respect of any Mortgage Loan pursuant to this Section
3.20 and the date thereof, and shall deliver to the Trustee or the related
Custodian for deposit in the related Mortgage File (with a copy to the other
such party), an original counterpart of the agreement relating to such
modification, waiver, amendment or other action, promptly (and in any event
within ____ Business Days) following the execution thereof. In addition,
following the execution of any modification, waiver or amendment agreed to by
the Special Servicer pursuant to Section 3.20(a) above, the Special Servicer
shall deliver to the Master Servicer and the Trustee an Officer's Certificate
setting forth in reasonable detail the basis of the determination made by it
pursuant to clause (i) of Section 3.20(a).

            (f) With respect to any Hyper-Amortization Loan after its
Anticipated Repayment Date, the Master Servicer shall be permitted, in its
discretion, to waive (such waiver to be in writing addressed to the related
Mortgagor, with a copy to the Trustee) all or any accrued Additional Interest
if, prior to the related maturity date, the related Mortgagor has requested the
right to prepay the Mortgage Loan in full together with all payments required by
the Mortgage Loan in connection with such prepayment except for all or a portion
of accrued Additional Interest, provided that the Master Servicer's
determination to waive the right to such accrued Additional Interest is
reasonably likely to produce a greater payment to Certificateholders on a
present value basis (the relevant discounting of anticipated collections that
will be distributable to Certificateholders to be performed at the related Net
Mortgage Rate in effect immediately prior to the related Anticipated Repayment
Date) than a refusal to waive the right to such Additional Interest. The Master
Servicer will have no liability to the Trust, the Certificateholders or any
other person so long as such determination is based on such criteria.

            SECTION 3.21  Transfer of Servicing Between Master Servicer
                          and Special Servicer; Record Keeping.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Master Servicer shall promptly give
notice thereof, and deliver the related Servicing File, to the Special Servicer
and shall use its best efforts to provide the Special Servicer with all
information, documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan and reasonably requested by the Special Servicer to enable it to
assume its functions hereunder with respect thereto without acting through a
Sub-Servicer. The Master Servicer shall use its best efforts to comply with the
preceding sentence within five Business Days of the occurrence of each related
Servicing Transfer Event.

      Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, 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 shall resume.

      Notwithstanding other provisions in this Agreement to the contrary, the
Master Servicer shall remain responsible for the accounting, data collection,
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 (including billing and collection) with and notices
to Mortgagors and similar matters relating to each Specially Serviced Mortgage
Loan and the related Mortgaged Property.

      Also notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master Servicer
and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Group; provided that no Cross-Collateralized
Mortgage Loan may become a Corrected Mortgage Loan at any time that a continuing
Servicing Transfer Event exists with respect to another Cross-Collateralized
Mortgage Loan in the same Group.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee originals of documents contemplated by the
definition of "Mortgage File" and generated while such Mortgage Loan is a
Specially Serviced Mortgage Loan, for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with the
related Mortgagor generated while such Mortgage Loan is a Specially Serviced
Mortgage Loan.

            (c) 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, consents and documents required to be
given or delivered by the Master Servicer to the Special Servicer or vice versa
shall be deemed to be given or delivered, as the case may be, without the
necessity of any action on such Person's part.

            SECTION 3.22  Sub-Servicing Agreements.

            (a) The Master Servicer and, with the consent of the Depositor, the
Special Servicer, may each enter into Sub-Servicing Agreements to provide for
the performance by third parties of any or all of its obligations hereunder,
provided that, in each case, the Sub-Servicing Agreement: (i) is not
inconsistent with this Agreement; (ii) expressly or effectively provides that if
the Master Servicer or Special Servicer, as the case may be, shall for any
reason no longer act in such capacity hereunder (including, without limitation,
by reason of an Event of Default), any successor to the Master Servicer or the
Special Servicer, as the case may be, hereunder (including the Trustee if the
Trustee has become such successor pursuant to Section 7.02) may thereupon either
assume all of the rights and, except to the extent they arose prior to the date
of assumption, obligations of the Master Servicer or Special Servicer, as the
case may be, under such agreement or, subject to the provisions of Section
3.22(d), terminate such rights and obligations, in either case without payment
of any fee except as set forth in Section 3.22(d); (iii) in the case of a
Sub-Servicing Agreement entered into by the Master Servicer, expressly or
effectively provides that such agreement shall be suspended with respect to any
Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a
Specially Serviced Mortgage Loan (but only until such time as such Mortgage Loan
becomes a Corrected Mortgage Loan) and, except as set forth in Section 3.22(d),
the Sub-Servicer shall not receive or accrue an entitlement to any sub-servicing
compensation in respect of a Specially Serviced Mortgage Loan or an REO Loan;
(iv) in the case of a Sub-Servicing Agreement entered into by the Special
Servicer, relates only to Specially Serviced Mortgage Loans or REO Properties
and expressly or effectively provides that such agreement shall terminate with
respect to any such Mortgage Loan that becomes a Corrected Mortgage Loan; (v) in
the case of a Sub-Servicing Agreement entered into by the Master Servicer,
provides that the related Sub-Servicer shall comply with all reasonable requests
for additional information made by the Master Servicer and, further, provides
that the failure of the related Sub-Servicer to furnish the Master Servicer on
timely basis with any required reports, statements or other information,
including without limitation, the reports referred to in Section 3.12, either
(A) shall permit the Master Servicer to make necessary inquiries of the related
Borrower directly or (B) shall (subject to a cure period not to exceed ______
days) constitute an event of default thereunder for which the Master Servicer
may terminate such Sub-Servicer without payment of any termination fee (it being
understood that notwithstanding anything to the contrary in this clause (v), the
obligations of a Sub-Servicer in respect of the second sentence of Section
3.12(b) hereof may be limited to the provision of reports as agreed between the
Master Servicer and such Sub-Servicer and response to reasonable inquiries from
the Master Servicer with respect thereto); and (vi) in the case of a
Sub-Servicing Agreement entered into by the Master Servicer subsequent to the
Closing Date, is approved by the Majority Certificateholder of the Controlling
Class and the Special Servicer (such approval not to be unreasonably withheld);
[provided that, without in any way limiting the obligations of the Master
Servicer hereunder or its liability or responsibility for the performance of
such obligations, the requirements of items (i) through (v) of this sentence
shall not (for the first six months following the Closing Date) apply with
respect to any Sub-Servicing Agreement to which the Master Servicer is a party
in effect on the Closing Date and covering one or more Mortgage Loans (it being
understood and agreed that the Master Servicer shall cause each such
Sub-Servicing Agreement then still in effect to satisfy such requirements by the
end of such six-month period).] 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 Advances shall be deemed to have been advanced by the Master Servicer or
the Special Servicer, as the case may be, out of its own funds and, accordingly,
such Advances shall be recoverable by such Sub-Servicer in the same manner and
out of the same funds as if such Sub-Servicer were the Master Servicer or the
Special Servicer, as the case may be, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.11(f) and/or
Section 4.03(d), such interest to be allocable between the Master Servicer or
the Special Servicer, as the case may be, and such Sub-Servicer as they may
agree. For purposes of this Agreement, the Master Servicer and the Special
Servicer each shall be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment. The Master Servicer and the Special
Servicer each shall notify the other such party, the Trustee and the Depositor
in writing promptly of the appointment by it of any Sub-Servicer, and shall
deliver to the Trustee copies of all Sub-Servicing Agreements, and any
amendments thereto and modifications thereof, entered into by it promptly upon
its execution and delivery of such documents; provided that the foregoing
requirements set forth in this sentence shall not apply in the case of the
Sub-Servicing Agreements in effect as of the Closing Date that are listed on
Schedule II hereto or in the case of the Sub-Servicers thereunder. Furthermore,
the Master Servicer shall not consent to the amendment or modification of any
Sub-Servicing Agreement to which it is a party without having obtained the prior
consent of the Special Servicer and the Majority Certificateholder of the
Controlling Class, which consent shall not be unreasonably withheld; provided
that no such consent of the Special Servicer or the Majority Certificateholder
of the Controlling Class shall be required with respect to any amendment or
modification of a Sub-Servicing Agreement in effect on the Closing Date and
covering one or more Mortgage Loans, if and to the extent that such modification
or amendment is effected during the first 180 days following the Closing Date in
order to correct any inconsistency between such Sub-Servicing Agreement and this
Agreement.

            (b) Each Sub-Servicer [(i)] shall be authorized to transact business
in the state or states in which the Mortgaged Properties for the Mortgage Loans
it is to service are situated, if and to the extent required by applicable law,
[and (ii) shall be an approved conventional seller/servicer of multifamily
mortgage loans for Freddie Mac or Fannie Mae or a HUD-Approved Servicer.]

            (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust) each monitor the performance and enforce the
obligations of its Sub-Servicers under the related Sub-Servicing Agreements.
Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Sub-Servicing Agreements in accordance with their
respective terms and the terms of this Agreement, 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, in its good faith business judgment, would require were it the owner of the
Mortgage Loans. Promptly upon becoming aware of a default under any
Sub-Servicing Agreement to which it is a party, the Master Servicer or the
Special Servicer, as the case may be, shall notify the other such party, the
Trustee and the Certificateholders of the Controlling Class.

            (d) With respect to the Sub-Servicing Agreements in effect as of the
Closing Date that are listed on Schedule II hereto, the initial Master Servicer
in its [partnership] capacity hereby agrees that it shall not, in its capacity
as Master Servicer, terminate any Sub-Servicer thereunder without cause. In the
event of the resignation, removal or other termination of the initial Master
Servicer (or any successor Master Servicer) hereunder for any reason, the
successor to the initial Master Servicer (or to such successor Master Servicer)
shall elect, with respect to any Sub-Servicing Agreement existing at the time of
such termination (i) to assume the rights and obligations of the predecessor
Master Servicer under such Sub-Servicing Agreement and continue the
sub-servicing arrangements thereunder on the same terms (including without
limitation the obligation to pay the same sub-servicing fee), (ii) to enter into
a new Sub-Servicing Agreement with such Sub-Servicer and on such terms as the
new Master Servicer and such Sub-Servicer shall mutually agree (it being
understood that such Sub-Servicer is under no obligation to accept any such new
Sub-Servicing Agreement or to enter into or continue negotiations with the new
Master Servicer) or (iii) to terminate such Sub-Servicing Agreement without
cause, provided that no Sub-Servicer may be terminated without cause unless it
receives Sub-Servicer Termination Compensation. For purposes hereof, a
Sub-Servicer shall receive "Sub-Servicer Termination Compensation" if any
successor Master Servicer elects to terminate such Sub-Servicer without cause,
in which case either of the following shall occur: (i) such successor Master
Servicer shall pay to such Sub-Servicer a fee (a "Sub-Servicer Termination Fee")
in an amount equal to two times the product of (A) the Primary Servicing Fee
Rate in effect under such Sub-Servicing Agreement at the time of such
Sub-Servicer's termination and (B) the then-current outstanding principal
balance of the Mortgage Loans serviced by such Sub-Servicer or (ii) such
successor Master Servicer shall agree to pay such Sub-Servicer an interest-only
strip (the "Termination Strip") out of its related Master Servicing Fees for
each Mortgage Loan serviced by such Sub-Servicer at the time of such
Sub-Servicer's termination (such strip to be calculated in the same manner as
the related Master Servicing Fees, but at a per annum rate equal to the
applicable Primary Servicing Fee Rate minus 0.___%). Any subsequent successor
Master Servicer shall be obligated to pay any such Termination Strip agreed to
by a predecessor Master Servicer. Nothing in the foregoing provisions of this
Section 3.22(d) shall limit the ability of the initial or a successor Master
Servicer to terminate a Sub-Servicer at any time for cause; provided, however,
that the parties hereto understand and agree that the refusal or failure of a
Sub-Servicer to enter into or continue negotiations with a successor Master
Servicer concerning a new Sub-Servicing Agreement shall not constitute cause for
termination. It shall be the corporate obligation (not reimbursable by the Trust
or any of the other parties to this Agreement) of the Person, who as successor
Master Servicer, terminates any Sub-Servicer without cause, and of its
successors and assigns in such capacity (to the extent contemplated by the
second preceding sentence), to pay Sub-Servicer Termination Compensation to such
terminated Sub-Servicer. References in this Section 3.22(d) to Master Servicer,
successor Master Servicer or subsequent successor Master Servicer shall mean the
Trustee, if it is then Master Servicer, successor Master Servicer or subsequent
Master Servicer pursuant to the operation of Section 7.02.

            (e) 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 its best efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

            (f) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall each remain obligated and liable to the Trustee
and the Certificateholders for the performance of its obligations and duties
under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans for which it is responsible.

            SECTION 3.23  Designation of Special Servicer by the Majority
                          Certificateholder of the Controlling Class.

            The Majority Certificateholder of the Controlling Class may at any
time and from time to time replace any existing Special Servicer or any Special
Servicer that has resigned or otherwise ceased to serve as Special Servicer.
Such Majority Certificateholder shall so designate a Person to so serve by the
delivery to the Trustee of a written notice stating such designation, subject to
the approval of the Trustee, which approval shall not be unreasonably withheld.
The Trustee shall, promptly after receiving any such notice, so notify the
Rating Agencies. If the Trustee approves the designated Person (based upon the
servicing qualifications and financial condition of such designated Person)
as a replacement Special Servicer, which approval shall not be unreasonably
withheld, the designated Person shall become the Special Servicer as of the date
the Trustee shall have received: (i) written confirmation from each Rating
Agency stating that if the designated Person were to serve as Special Servicer
hereunder, none of the then-current ratings assigned by such Rating Agency to
the respective Classes of the Certificates would be qualified, downgraded or
withdrawn as a result thereof; (ii) a written acceptance of all obligations of
the Special Servicer under this Agreement, executed by the designated Person;
and (iii) an Opinion of Counsel (at the expense of the Person designated to
become the Special Servicer or at the expense of the Majority Certificateholder
that made the designation) to the effect that the designation of such Person to
serve as Special Servicer is in compliance with this Section 3.23, that upon the
execution and delivery of the written acceptance referred to in the immediately
preceding clause (ii), the designated Person shall be bound by the terms of this
Agreement and that this Agreement shall be enforceable against the designated
Person in accordance with its terms. The existing Special Servicer shall be
deemed to have resigned simultaneously with such designated Person's becoming
the Special Servicer hereunder; provided, however, that (i) the terminated
Special Servicer shall continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the effective date of such
resignation, whether in respect of Servicing Advances or otherwise, (ii) if it
was terminated without cause, it shall be entitled to a portion of certain
Workout Fees thereafter received on the Corrected Mortgage Loans (but only if
and to the extent permitted by Section 3.11(c)), and (iii) it and its directors,
officers, employees and agents shall continue to be entitled to the benefits of
Section 6.03, notwithstanding any such resignation. Such terminated Special
Servicer shall cooperate with the Trustee and the replacement Special Servicer
in effecting the termination of its 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 credited by the terminated Special
Servicer to the REO Account or delivered to the Master Servicer or that are
thereafter received by the terminated Special Servicer with respect to Specially
Serviced Mortgage Loans and REO Properties.

            SECTION 3.24  Confidentiality.

            The Master Servicer and the Special Servicer shall each keep
confidential and shall not disclose to any Person other than each other, the
Depositor, the Trustee and the Rating Agencies, without the related
Sub-Servicer's prior written consent, any information which it obtains in its
capacity as Master Servicer or Special Servicer with regard to the Sub-Servicer
(other than the name of the Sub-Servicer) or the Mortgage Loans or any related
Mortgagor including, without limitation, credit information with respect to any
such Mortgagor (collectively, "Confidential Information"), except (i) to the
extent that it is appropriate for the Master Servicer to do so in working with
legal counsel, auditors, taxing authorities or other governmental authorities,
(ii) to the extent required by this Agreement or any Sub-Servicing Agreement,
(iii) to the extent such information is otherwise publicly available, (iv) to
the extent such disclosure is required by law or (v) to the extent such
information is required to be delivered to third parties (including, without
limitation, property inspectors, tax service companies, insurance carriers, and
data systems vendors) in connection with the performance of the Master
Servicer's or the Special Servicer's obligations hereunder. For purposes of this
paragraph, the terms "Master Servicer" and "Special Servicer" shall mean the
divisions or departments of such corporate entities involved in providing
services hereunder and their respective officers, directors and employees, and
shall not include any other divisions or departments, or any Affiliates, of the
Master Servicer or Special Servicer (including without limitation any investor
in any of the Certificates and any such division, department or Affiliate
engaged in the origination of, or investment in, commercial or multifamily
mortgage loans), all of which shall be regarded as Persons not entitled to
Confidential Information.

            SECTION 3.25  No Solicitation of Prepayments.

            Neither the Master Servicer nor the Special Servicer shall solicit
or permit any Affiliate to solicit, either directly or indirectly, prepayments
from any Mortgagors under the Mortgage Loans; provided however, that the
foregoing restriction shall not be interpreted to prohibit such solicitation by
a division or department of, or an Affiliate of, the Master Servicer or the
Special Servicer if such solicitation occurs incidentally in the normal course
of business and such solicitation is not conducted, in whole or in part, (i) by
a Person engaged at any time in activities relating to the servicing of Mortgage
Loans or (ii) based upon or otherwise with the benefit of any information
obtained by or through the Master Servicer or Special Servicer or from
documentation relating to the Certificates, including without limitation any
listing of the Mortgage Loans or related Mortgagors or Mortgaged Properties.
Each Sub-Servicing Agreement shall contain a provision identical to the
foregoing with respect to the related Sub-Servicer.

<PAGE>


                                   ARTICLE IV

               PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS

            SECTION 4.01  Distributions on the Certificates.

            (a) On each Distribution Date, the Trustee shall apply amounts on
deposit in the Distribution Account, in each case to the extent of the remaining
portion of the Available Distribution Amount, in the following order of
priority:

            (i) to distributions of interest to the Holders of the Class A-1
      Certificates, the Holders of the Class A-2 Certificates and the Holders of
      the Class X Certificates, pro rata in accordance with the respective
      amounts of Distributable Certificate Interest payable in respect of such
      Classes of Certificates described in this clause (i), in an amount equal
      to all Distributable Certificate Interest in respect of each such Class of
      Certificates for such Distribution Date and, to the extent not previously
      paid, for all prior Distribution Dates;

            (ii) to distributions of principal, first to the Holders of the
      Class A-1 Certificates and second to the Holders of the Class A-2
      Certificates, in each case, in an amount (not to exceed the Class
      Principal Balance of such Class of Certificates outstanding immediately
      prior to such Distribution Date) equal to the entire remaining Principal
      Distribution Amount for such Distribution Date;

            (iii) to distributions to the Holders of the Class A-1 Certificates
      and the Holders of the Class A-2 Certificates, pro rata in accordance with
      the respective amounts of previously allocated Realized Losses and
      Additional Trust Fund Expenses reimbursable in respect of such Classes of
      Certificates described in this clause (iii), in an amount equal to, and in
      reimbursement of, all Realized Losses and Additional Trust Fund Expenses,
      if any, that were previously allocated to each such Class of Certificates
      and that remain unreimbursed immediately prior to such Distribution Date;

            (iv) to distributions of interest to the Holders of the Class B
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (v) if the Class Principal Balances of the Class A-1 and Class A-2
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class B Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class B Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (vi) to distributions to the Holders of the Class B Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class B Certificates and that remain unreimbursed immediately prior to
      such Distribution Date;

            (vii) to distributions of interest to the Holders of the Class C
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (viii) if the Class Principal Balances of the Class A-1, Class A-2
      and Class B Certificates have been reduced to zero, to distributions of
      principal to the Holders of the Class C Certificates, in an amount (not to
      exceed the Class Principal Balance of the Class C Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (ix) to distributions to the Holders of the Class C Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class C Certificates and that remain unreimbursed immediately prior to
      such Distribution Date;

            (x) to distributions of interest to the Holders of the Class D
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xi) if the Class Principal Balances of the Class A-1, Class A-2,
      Class B and Class C Certificates have been reduced to zero, to
      distributions of principal to the Holders of the Class D Certificates, in
      an amount (not to exceed the Class Principal Balance of the Class D
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire remaining Principal Distribution Amount for such
      Distribution Date;

            (xii) to distributions to the Holders of the Class D Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class D Certificates and that remain unreimbursed immediately prior to
      such Distribution Date;

            (xiii) to distributions of interest to the Holders of the
      Class E Certificates, in an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates;

            (xiv) if the Class Principal Balances of the Class A-1, Class A-2,
      Class B, Class C and Class D Certificates have been reduced to zero, to
      distributions of principal to the Holders of the Class E Certificates, in
      an amount (not to exceed the Class Principal Balance of the Class E
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire remaining Principal Distribution Amount for such
      Distribution Date;

            (xv) to distributions to the Holders of the Class E Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class E Certificates and that remain unreimbursed immediately prior to
      such Distribution Date;

            (xvi) to distributions of interest to the Holders of the Class F
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xvii) if the Class Principal Balances of the Class A-1, Class
      A-2, Class B, Class C, Class D and Class E Certificates have been reduced
      to zero, to distributions of principal to the Holders of the Class F
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class F Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire remaining Principal Distribution
      Amount for such Distribution Date;

            (xviii) to distributions to the Holders of the Class F
      Certificates, in an amount equal to, and in reimbursement of, all Realized
      Losses and Additional Trust Fund Expenses, if any, that were previously
      allocated to the Class F Certificates and that remain unreimbursed
      immediately prior to such Distribution Date;

            (xix) to distributions of interest to the Holders of the Class G
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xx) if the Class Principal Balances of the Class A-1, Class A-2,
      Class B, Class C, Class D, Class E and Class F Certificates have been
      reduced to zero, to distributions of principal to the Holders of the Class
      G Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class G Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire remaining Principal Distribution
      Amount for such Distribution Date;

            (xxi) to distributions to the Holders of the Class G Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class G Certificates and that remain unreimbursed immediately prior to
      such Distribution Date;

            (xxii) to distributions of interest to the Holders of the Class H
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxiii) if the Class Principal Balances of the Class A-1, Class A-2,
      Class B, Class C, Class D, Class E, Class F and Class G Certificates have
      been reduced to zero, to distributions of principal to the Holders of the
      Class H Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class H Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire remaining Principal Distribution
      Amount for such Distribution Date;

            (xxiv) to distributions to the Holders of the Class H Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class H Certificates and that remain unreimbursed immediately prior to
      such Distribution Date;

            (xxv) to distributions of interest to the Holders of the Class J
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxvi) if the Class Principal Balances of the Class A-1, Class A-2,
      Class B, Class C, Class D, Class E, Class F, Class G and Class H
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class J Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class J Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (xxvii) to distributions to the Holders of the Class J Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class J Certificates and that remain unreimbursed immediately prior to
      such Distribution Date;

            (xxviii) to distributions of interest to the Holders of the Class K
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxix) if the Class Principal Balances of the Class A-1, Class A-2,
      Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class K Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class K Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (xxx) to distributions to the Holders of the Class K Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class K Certificates and that remain unreimbursed immediately prior to
      such Distribution Date; and

            (xxxi) to distributions to the Holders of the Class R-I
      Certificates, in an amount equal to the balance, if any, of the Available
      Distribution Amount for such Distribution Date remaining after the
      distributions to be made on such Distribution Date pursuant to clauses (i)
      through (xxx) above;

provided that, on each Distribution Date coinciding with or following the Senior
Principal Distribution Cross-Over Date, and in any event on the Final
Distribution Date, the 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, subject to available funds, up to an amount equal to, and pro rata
as among such Classes in accordance with, the respective then outstanding Class
Principal Balances of such Classes of Certificates, and without regard to the
Principal Distribution Amount for such date; and provided, further, that, on the
Final Distribution Date, the payments of principal to be made pursuant to any of
clauses (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi) and (xxix) above
with respect to any Class of Sequential Pay Certificates, will be so made to the
Holders thereof, subject to available funds, up to an amount equal to the entire
then outstanding Class Principal Balance of such Class of Certificates, and
without regard to the Principal Distribution Amount for such date. References to
"remaining Principal Distribution Amount" in clause (ii) above, in connection
with payments of principal to be made to the Holders of any Class of Class A
Certificates, shall be to the Principal Distribution Amount for such
Distribution Date, net of any distributions of principal made in respect thereof
to the Holders of each other Class of Class A Certificates, if any, that
pursuant to clause (ii) above has an earlier right to payment with respect
thereto. References to "remaining Principal Distribution Amount" in any of
clauses (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi) and (xxix)
above, in connection with the payments of principal to be made to the Holders of
any Class of Sequential Pay Certificates, shall be to the Principal Distribution
Amount for such Distribution Date, net of any payments of principal made in
respect thereof to the Holders of each other Class of Sequential Pay
Certificates that has a higher Payment Priority.

            Any Prepayment Premium (whether described in the related
Mortgage Loan documents as a fixed prepayment premium or a yield maintenance
amount) actually collected with respect to a Mortgage Loan or REO Loan during
any particular Collection Period will be distributed on the related Distribution
Date as follows:

            (i) first, to the Holders of the Class X Certificates and the
      Holders of the respective Class or Classes of Sequential Pay Certificates
      then entitled to distributions of principal on such Distribution Date, up
      to an amount equal to the corresponding PV Yield Loss Amount (as defined
      below) for each such Class of Certificates, pro rata in accordance with
      their respective entitlements; and

            (ii) then, to the extent of any portion of such Prepayment Premium
      remaining following the distributions described in the preceding clause
      (i), to the Holders of the Class X Certificates.

            The "PV Yield Loss Amount" for any Distribution Date shall mean,
with respect to any Class of REMIC II Regular Certificates as to which any
payment of principal is to be applied on such Distribution Date in reduction of
its Class Principal Balance or Class Notional Amount, as the case may be, an
amount equal to the product of the applicable Annuity Factor and the applicable
Lost Coupon Amount.

            For purposes of computing the PV Yield Loss Amount for any Class of
REMIC II Regular Certificates for any Distribution Date, the following
definitions shall apply:

            The "Annuity Factor" for any Class of REMIC II Regular Certificates
shall be equal to the following:
                                            -n
                                   1-(1 + T)
                          ----------------------------
                                        T

where n equals either (i) one-twelfth of the number of months from such
Distribution Date to the Assumed Final Distribution Date for such Class, if the
Assumed Final Distribution Date for such Class is later than such Distribution
Date, or (ii) zero, if the Assumed Final Distribution Date for such Class
coincides with or is earlier than such Distribution Date, and T equals the
Reinvestment Yield.

            The "Assumed Final Distribution Date" for each Class of REMIC II
Regular Certificates is the Distribution Date in the month set forth below with
respect to such Class.

                                          Month of Assumed Final
                       Class                 Distribution Date
                       -----                 -----------------
                    Class A-1                  __________, 20__
                    Class A-2                  __________, 20__
                    Class X                    __________, 20__
                    Class B                    __________, 20__
                    Class C                    __________, 20__
                    Class D                    __________, 20__
                    Class E                    __________, 20__
                    Class F                    __________, 20__
                    Class G                    __________, 20__
                    Class H                    __________, 20__
                    Class J                    __________, 20__
                    Class K                    __________, 20__

            The "Lost Coupon Amount" shall mean: (a) with respect to any Class
of Sequential Pay Certificates as to which a payment of principal is to be
applied on such Distribution Date in reduction of its Class Principal Balance,
the product of (x) the amount, if any, by which the Pass-Through Rate for such
Class exceeds the applicable Reinvestment Yield and (y) the aggregate amount of
principal paid to such Class in reduction of its Class Principal Balance on such
Distribution Date; and (b) with respect to the Class X Certificates, the product
of (x) the Pass-Through Rate applicable to such Class for such Distribution Date
and (y) the aggregate amount of the reduction of its Class Notional Amount on
such Distribution Date.

            The "Reinvestment Yield" for any Class of REMIC II Regular
Certificates and any Distribution Date shall be a rate determined by the
Trustee, in good faith, equal to the average yield for "This Week" as most
recently reported by the Federal Reserve Board in Federal Reserve Statistical
Release H.15 (519) for U.S. Treasury securities with a maturity coterminous with
the Assumed Final Distribution Date for such Class. If there is no U.S. Treasury
security listed with a maturity coterminous with the Assumed Final Distribution
Date for such Class, then the Reinvestment Yield shall be a rate determined by
the Trustee, in good faith, equal to the interpolated yield to maturity of U.S.
Treasury securities with maturities next longer and shorter than such remaining
term to maturity (such interpolated yield to be rounded to the nearest whole
multiple of 1/100 of 1% per annum, if the interpolated yield is not such a
multiple). In the event the yields of U.S. Treasury securities are no longer
published in Federal Reserve Statistical Release H.15(519), the Trustee shall
select a comparable publication to determine the Reinvestment Yield.

            (b) 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 written
wiring instructions [no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates),] or otherwise by check mailed
to 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 Additional Trust
Fund Expense previously allocated to such Certificate) will be made in like
manner, but only upon presentation and surrender of such Certificate at the
Corporate Trust Office 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
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Registrar or to any other address of
which the Trustee was subsequently notified in writing.

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

            (d) 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 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 Additional Trust Fund Expenses 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.

            (e) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to such
Class of Certificates) will be made on the next Distribution Date, the Trustee
shall, as soon as practicable in the month in which such Distribution Date
occurs, mail to each Holder of such Class of Certificates as of the date of
mailing a notice to the effect that:

            (i) the Trustee expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon presentation and surrender of such Certificates at the Corporate
      Trust Office or such other location therein specified, and

            (ii) no interest shall accrue on such Certificates from and after
      such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(e). If all of the Certificates
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Trustee shall distribute to the Class
R-II Certificateholders all unclaimed funds and other assets which remain
subject hereto.

            (f) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

            SECTION 4.02  Statements to Certificateholders; Certain
                          Reports by the Master Servicer and the
                          Special Servicer.

            (a) On each Distribution Date, the Trustee shall forward by mail to
each Holder (and, if it shall have certified to the Trustee as to its Ownership
Interest in a Class of Book-Entry Certificates, each Certificate Owner) of the
REMIC II Regular Certificates and to the Rating Agencies a statement (a
"Distribution Date Statement"), substantially in the form contemplated on [pages
_____ through ________] of the Prospectus Supplement, as to the distributions
made on such Distribution Date setting forth:

            (i) the amount of the distribution, if any, on such Distribution
      Date to the Holders of each Class of REMIC II Regular Certificates in
      reduction of the Class Principal Balance thereof;

            (ii) the amount of the distribution, if any, on such Distribution
      Date to the Holders of each Class of REMIC II Regular Certificates
      allocable to Distributable Certificate Interest and the amount of the
      distribution, if any, on such Distribution Date to the Holders of each
      Class of REMIC II Regular Certificates allocable to Prepayment Premiums;

            (iii) the Available Distribution Amount for such Distribution Date;

            (iv) the aggregate amount of P&I Advances made in respect of the
      immediately preceding Distribution Date;

            (v) the aggregate Stated Principal Balance of the Mortgage Pool
      outstanding immediately before and immediately after such Distribution
      Date;

            (vi) the number, aggregate principal balance, weighted average
      remaining term to maturity and weighted average Mortgage Rate of the
      Mortgage Pool as of the end of the Collection Period for the immediately
      preceding Distribution Date;

            (vii) as of the close of business on the last day of the most
      recently ended calendar month, the number, aggregate unpaid principal
      balance and specific identification (by loan number) of Mortgage Loans (A)
      delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 or
      more days, and (D) as to which foreclosure proceedings have been
      commenced;

            (viii) the book value (within the meaning of 12 C.F.R. ss.571.13 or
      comparable provision), property type and address of any REO Property
      included in the Trust Fund as of the end of the Collection Period for such
      Distribution Date and the unpaid principal balance and Assumed Monthly
      Payment of the related REO Loan;

            (ix) the Accrued Certificate Interest and Distributable Certificate
      Interest in respect of each Class of REMIC II Regular Certificates for
      such Distribution Date;

            (x) the aggregate amount of Distributable Certificate Interest
      payable in respect of each Class of REMIC II Regular Certificates on such
      Distribution Date, including, without limitation, any Distributable
      Certificate Interest remaining unpaid from prior Distribution Dates;

            (xi) any unpaid Distributable Certificate Interest in respect of
      each Class of REMIC II Regular Certificates after giving effect to the
      distributions made on such Distribution Date;

            (xii) the Pass-Through Rate for each Class of REMIC II Regular
      Certificates for such Distribution Date;

            (xiii) the Principal Distribution Amount for such Distribution Date,
      separately identifying the respective components of such amount;

            (xiv) the aggregate of all Realized Losses incurred during the
      related Collection Period and, aggregated by type, all Additional Trust
      Fund Expenses incurred during the related Collection Period;

            (xv) the Class Principal Balance or Class Notional Amount, as the
      case may be, of each Class of REMIC II Regular Certificates outstanding
      immediately before and immediately after such Distribution Date,
      separately identifying any reduction therein due to the allocation of
      Realized Losses and Additional Trust Fund Expenses on such Distribution
      Date;

            (xvi) the aggregate of all Realized Losses and Additional Trust Fund
      Expenses that remain unallocated following such Distribution Date;

            (xvii) the Certificate Factor for each Class of REMIC II Regular
      Certificates immediately following such Distribution Date;

            (xviii) the aggregate amount of servicing compensation paid to the
      Master Servicer, the Special Servicer, and their respective Sub-Servicers,
      collectively and separately, during the related Collection Period (and
      separately identifying the portion of such compensation paid to each such
      Person that constitutes Default Charges, assumption fees and modification
      fees);

            (xix) a brief description of any material waiver, modification or
      amendment of any Mortgage Loan entered into by the Master Servicer or
      Special Servicer pursuant to Section 3.20 during the related Collection
      Period;

            (xx) any item of information disclosed to the Trustee by the Master
      Servicer pursuant to Section 3.19(a) since the preceding Distribution Date
      (or, in the case of the initial Distribution Date, since the Closing
      Date); and

            (xxi) such additional information, if any, as is contemplated on
      [pages ________ through ______] of the Prospectus Supplement.

            In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per Single Certificate. Except
with respect to the Certificate Factor (required to be reported by clause (xvii)
above), financial information reported by the Trustee to the Certificateholders
pursuant to this Section 4.02 shall be expressed as a dollar amount rounded to
the nearest whole cent. Absent actual knowledge of an error therein, the Trustee
shall have no obligation to recompute, recalculate or verify any information
provided to it by the Master Servicer or Special Servicer. The calculations by
the Trustee contemplated by this Section 4.02 shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

            In addition, the Trustee shall so deliver or cause to be delivered
to such Certificateholders and Certificate Owners and to the Rating Agencies, at
the same time that the Distribution Date Statement is delivered thereto, each
(i) Delinquent Loan Status Report, (ii) REO Status Report, (iii) Historical Loan
Modification Report, (iv) Special Servicer Loan Status Report, (v) Historical
Loss Report and (vi) Operating Statement Analysis (such six reports,
collectively with the Distribution Date Statement, the "Certificateholder
Reports") that has been received or prepared by the Trustee since the prior
Distribution Date. Delivery of such reports shall be in a written format and, in
the case of the Rating Agencies (upon request and to the extent reasonably
possible), through an electronic medium. The form of any Certificateholder
Report may change over time.

            On each Distribution Date, the Trustee shall also deliver or cause
to be delivered to such Certificateholders and Certificate Owners and to the
Rating Agencies, a report (based on information received from the Master
Servicer and Special Servicer) containing, as and to the extent received from
the Master Servicer and Special Servicer, information regarding the Mortgage
Pool as of the close of business on the related Determination Date, which report
shall contain substantially the categories of information regarding the Mortgage
Loans set forth in Annex A to the Prospectus Supplement (calculated, where
applicable, on the basis of the most recent relevant information provided by the
Mortgagors to the Master Servicer or the Special Servicer and by the Master
Servicer or the Special Servicer, as the case may be, to the Trustee) and such
information shall be presented in a loan-by-loan and tabular format
substantially similar to the formats utilized in Annex A to the Prospectus
Supplement (provided that no information will be provided as to any repair and
replacement or other cash reserve and the only financial information to be
reported on an ongoing basis will be the actual expenses, actual revenues and
actual Net Operating Income for the respective Mortgaged Properties and a Debt
Service Coverage Ratio calculated on the basis thereof). To the extent
reasonably possible, delivery of such report to any particular Rating Agency
shall be, upon request, through an electronic medium.

            On each Distribution Date, the Trustee shall forward or make
available electronically to the Depositor, to the Master Servicer, to the
Special Servicer, to the Holders of the Residual Certificates and, in the case
of reports regarding a Class of Book-Entry Certificates, to The Trepp Group (at
477 Madison Avenue, 15th Floor, New York, New York 10022, or such other address
as The Trepp Group may hereafter designate) or any other party that the
Depository may designate, a copy of the reports forwarded to the Holders of the
REMIC II Regular Certificates on such Distribution Date and a statement setting
forth the amounts, if any, actually distributed with respect to each Class of
Residual Certificates on such Distribution Date.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Holder of a REMIC II Regular Certificate a statement
containing the information as to the applicable Class set forth in clauses (i)
and (ii) above of the description of Distribution Date Statement, aggregated for
such calendar year or applicable portion thereof during which such Person was a
Certificateholder, together with such other information as the Trustee
determines to be necessary to enable Certificateholders to prepare their tax
returns for such calendar year. Such obligation of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code as
from time to time are in force.

            Upon filing with the IRS, the REMIC Administrator shall furnish to
the Holders of the Class R-I and Class R-II Certificates the Form 1066 and shall
furnish their respective Schedules Q thereto at the times required by the Code
or the IRS, and shall provide from time to time such information and
computations with respect to the entries on such forms as any Holder of the
Class R-I and Class R-II Certificates may reasonably request.

            The Trustee shall make available via the Trustee's ASAP (Automated
Statements Accessed by Phone) System (or comparable system), to Persons with an
account number thereon, the Certificateholder Reports 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 Section 5.06(b), the Depositor, Banc of America
Securities LLC, the Master Servicer and the Special Servicer account numbers on
the Trustee's ASAP System.

            Upon the authorization of the Depositor, the Trustee shall deliver
all the reports delivered or made available pursuant to this Section 4.02(a) to
the Certificateholders and Certificate Owners to Bloomberg Financial Markets,
L.P. ("Bloomberg") (for so long as Bloomberg exists) using a format and media
mutually acceptable to the Trustee and Bloomberg or shall otherwise make such
reports available, on a confidential basis, via its own electronic bulletin
board. All files on such bulletin board 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 Section 5.06(b), the Depositor, the Rating Agencies, Banc of America
Securities LLC, the Master Servicer and the Special Servicer.

            (b) At or before 11:00 a.m. (New York City time) on the third
Business Day prior to the related Distribution Date, the Master Servicer shall
deliver or cause to be delivered to the Trustee and the Special Servicer, in
writing and on a computer-readable medium, in form reasonably acceptable to the
Trustee, including, without limitation, on a loan-by-loan basis, the following
reports: (1) a Delinquent Loan Status Report, (2) an REO Status Report, (3) a
Historical Loan Modification Report, (4) a Historical Loss Report, (5) the
Special Servicer Loan Status Report most recently received by the Master
Servicer and (6) a single report setting forth the information specified in
clauses (i) through (xv) below (the items specified in clause (xiii) below to be
reported once per calendar quarter, and the amounts and allocations of payments,
collections, fees and expenses with respect to Specially Serviced Mortgage Loans
and REO Properties to be based upon the report to be delivered by the Special
Servicer to the Master Servicer on the second Business Day after such
Determination Date, in the form required by Section 4.02(c) below):

            (i) the aggregate amount that is to be transferred from the
      Certificate Account to the Distribution Account on the related Master
      Servicer Remittance Date that is allocable to principal on or in respect
      of the Mortgage Loans and any REO Loans, separately identifying the
      aggregate amount of any Principal Prepayments included therein, and (if
      different) the Principal Distribution Amount for the immediately
      succeeding Distribution Date;

            (ii) the aggregate amount that is to be transferred from the
      Certificate Account to the Distribution Account on the related Master
      Servicer Remittance Date that is allocable to (A) interest on or in
      respect of the Mortgage Loans and any REO Loans and (B) Prepayment
      Premiums;

            (iii) the aggregate amount of any P&I Advances (specifying the
      principal and interest portions thereof separately) to be made pursuant to
      Section 4.03 of this Agreement that were made in respect of the
      immediately preceding Distribution Date;

            (iv) the amount of the Master Servicing Fees, Special Servicing
      Fees, Workout Fees, Liquidation Fees and other servicing compensation with
      respect to the Mortgage Pool for the Collection Period ending on such
      Determination Date, specifying the items and amounts of such other
      servicing compensation payable to the Master Servicer, the Special
      Servicer and any Sub-Servicers retained by each;

            (v) the number and aggregate unpaid principal balance as of the
      close of business on the last day of the most recently ended calendar
      month of Mortgage Loans in the Mortgage Pool (A) remaining outstanding,
      (B) delinquent 30-59 days, (C) delinquent 60-89 days, (D) delinquent 90
      days or more but not in foreclosure and (E) in foreclosure; and the number
      and aggregate unpaid principal balance as of the close of business on such
      Determination Date of Mortgage Loans in the Mortgage Pool (X) as to which
      the related Mortgaged Property has become REO Property during the
      Collection Period ending on such Determination Date, (Y) as to which the
      related Mortgaged Property was REO Property as of the end of such
      Collection Period and (Z) the terms of which have been modified during
      such Collection Period pursuant to this Agreement;

            (vi) the loan number and the unpaid principal balance as of the
      close of business on such Determination Date of each Specially Serviced
      Mortgage Loan and each other Defaulted Mortgage Loan;

            (vii) with respect to any REO Property that was included in the
      Trust Fund as of the close of business on such Determination Date, the
      loan number of the related Mortgage Loan, the book value of such REO
      Property and the amount of REO Revenues and other amounts, if any,
      received on such REO Property during the related Collection Period and the
      portion thereof included in the Available Distribution Amount for the
      immediately succeeding Distribution Date;

            (viii) with respect to any Mortgage Loan as to which the related
      Mortgaged Property became an REO Property during the Collection Period
      ending on such Determination Date, the loan number of such Mortgage Loan
      and the Stated Principal Balance of such Mortgage Loan as of the related
      Acquisition Date;

            (ix) with respect to any Mortgage Loan or REO Property as to which a
      Final Recovery Determination was made by the Master Servicer during the
      Collection Period ending on such Determination Date, the loan number of
      such Mortgage Loan or, in the case of an REO Property, of the related
      Mortgage Loan, the amount of Liquidation Proceeds and/or other amounts, if
      any, received thereon during such Collection Period and the portion
      thereof included in the Available Distribution Amount for the immediately
      succeeding Distribution Date, and any resulting Realized Loss;

            (x) the aggregate Stated Principal Balance of the Mortgage Pool
      outstanding immediately before and immediately after such Distribution
      Date;

            (xi) the aggregate amount of Realized Losses on the Mortgage Pool
      for the Collection Period ending on such Determination Date (and the
      portions allocable to principal and interest);

            (xii) the aggregate amount of the Additional Trust Fund Expenses
      (broken down by type) withdrawn from the Certificate Account during the
      Collection Period ending on such Determination Date;

            (xiii) to the extent provided by the related Mortgagors, information
      with respect to occupancy rates for all Mortgaged Properties, sales per
      square foot with respect to all retail Mortgaged Properties, and capital
      expenditures and capital reserve balances with respect to all Mortgaged
      Properties, in each case in the format of the Mortgage Loan Schedule;

            (xiv) such other information on a Mortgage Loan-by-Mortgage Loan or
      REO Property-by-REO Property basis as the Trustee or the Depositor shall
      reasonably request in writing (including, without limitation, information
      with respect to any modifications of any Mortgage Loan, any Mortgage Loans
      in default or foreclosure, the operation and disposition of REO Property
      and the assumption of any Mortgage Loan); and

            (xv) such additional information as is contemplated on pages
      ______and ______of the Prospectus Supplement.

            On the date on which the reports described above are delivered to
the Trustee, the Master Servicer shall also deliver or cause to be delivered to
the Trustee and the Rating Agencies a report, in writing and in a
computer-readable medium, in form reasonably acceptable to the Trustee,
containing the information with respect to the Mortgage Pool necessary for the
Trustee to prepare with respect to the Mortgage Pool the additional schedules
and tables required to be made available by the Trustee pursuant to Section
4.02(a) in substantially the same formats set forth in Annex A to the Prospectus
Supplement, in each case reflecting the changes in the Mortgage Pool during the
related Collection Period.

            Not later than the first day of the calendar month following each
Master Servicer Remittance Date, the Master Servicer shall forward to the
Trustee a statement, setting forth the status of the Certificate Account as of
the close of business on such Master Servicer Remittance Date, stating that all
distributions required by this Agreement to be made by the Master Servicer have
been made (or, in the case of any required distribution that has not been made
by the Master Servicer, specifying the nature and status thereof) and showing,
for the period from the preceding Master Servicer Remittance Date (or, in the
case of the first Master Servicer Remittance Date, from the Cut-Off Date) to
such Master Servicer Remittance Date, the aggregate of deposits into and
withdrawals from the Certificate Account for each category of deposit specified
in Section 3.04(a) and each category of withdrawal specified in Section 3.05(a).
The Master Servicer shall also deliver to the Trustee, upon reasonable request
of the Trustee, any and all additional information relating to the Mortgage
Loans (which information shall be based upon reports delivered to the Master
Servicer by the Special Servicer with respect to Specially Serviced Mortgage
Loans and REO Properties).

            Within _____ days following the end of each calendar quarter,
commencing with the calendar quarter ended ____________ __, 200__ the Master
Servicer shall deliver to the Trustee, with respect to each Mortgaged Property
and REO Property, a report (an "Operating Statement Analysis") containing
revenue, expense and net operating income information normalized using the
methodology described in Annex A of the Prospectus Supplement as of the end of
such calendar quarter. The requirement that the Master Servicer deliver each
Operating Statement Analysis is subject to the Master Servicer having received
directly or through the Special Servicer the related operating statements and
rent rolls from the related Mortgagor or otherwise.

            The Master Servicer, on each Determination Date, shall forward (for
delivery on such Determination Date) to the Special Servicer all information
collected by the Master Servicer which the Special Servicer is required to
include in the Special Servicer Loan Status Report. Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with
the information in the possession of the Master Servicer reasonably requested by
the Special Servicer, in writing, to the extent required to allow the Special
Servicer to perform its obligations under this Agreement with respect to those
Mortgage Loans serviced by the Master Servicer.

            The Master Servicer shall use its reasonable efforts to notify the
Rating Agencies in a timely manner of any change in the identity of either of
the two largest tenants of any retail Mortgaged Property and any casualty at or
condemnation proceeding with respect to any Mortgaged Property, subject to its
becoming aware of such change or event.

            To the extent the statements, reports and information (or portions
thereof) to be delivered by the Master Servicer under this Section 4.02(b) are
derived from underlying information to be delivered to the Master Servicer by
the Special Servicer, the Master Servicer shall not be liable for any failure to
deliver such statement, report or information (or portion thereof) on the
prescribed dates, to the extent such failure is caused by the Special Servicer's
failure to deliver such underlying information in a timely manner. Absent actual
knowledge to the contrary, the Master Servicer may conclusively rely on any such
information forwarded to it by the Special Servicer and shall have no obligation
to verify the same.

            (c) On the second Business Day after each Determination Date, the
Special Servicer shall forward to the Master Servicer (A) the Special Servicer
Loan Status Report and (B) all information the Master Servicer will be required
to include in the other reports that the Master Servicer is obligated to deliver
to the Trustee pursuant to Section 4.02(b), to the extent such information
relates to any Specially Serviced Mortgage Loan or any REO Property. The Special
Servicer shall also deliver to the Master Servicer and the Trustee, upon the
reasonable written request of either of them, any and all additional information
in the possession of the Special Servicer relating to the Specially Serviced
Mortgage Loans and the REO Properties.

            The Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information in the possession of the
Special Servicer reasonably requested by the Master Servicer, in writing, to the
extent required to allow the Master Servicer to perform its obligations under
this Agreement with respect to the Specially Serviced Mortgage Loans and REO
Properties. Additional information regarding the Specially Serviced Mortgage
Loans, including, without limitation, any financial or occupancy information
(including lease summaries) provided to the Special Servicer by the Mortgagors
or otherwise obtained, shall be delivered to the Master Servicer, within ten
days of receipt.

            SECTION 4.03  P&I Advances.

            (a) On or before 1:00 p.m., New York City time, on each Master
Servicer Remittance Date, the Master Servicer shall 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 Certificate Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make P&I Advances, or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made; provided
that if Late Collections of any of the delinquent principal and/or interest in
respect of which it is to make P&I Advances on any Master Servicer Remittance
Date are then on deposit in the Certificate Account, the Master Servicer shall
use such Late Collections (net of any Master Servicing Fees and Workout Fees
payable therefrom) to make such P&I Advances. Any amounts held in the
Certificate Account for future distribution and so used to make P&I Advances
(other than the Late Collections of the delinquent principal and/or interest
contemplated by the proviso to the preceding sentence) shall be appropriately
reflected in the Master Servicer's records and replaced by the Master Servicer
by deposit in the Certificate Account on or before the next succeeding
Determination Date (to the extent not previously replaced through the deposit of
Late Collections of the delinquent principal and/or interest in respect of which
such P&I Advances were made). If, as of 1:00 p.m., New York City time, on any
Master Servicer Remittance Date, the Master Servicer shall not have made any P&I
Advance required to be made on such date pursuant to this Section 4.03(a) (and
shall not have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (____)
____-______ (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone no. (____) ___-____ (or such
alternative number provided by the Master Servicer to the Trustee in writing) as
soon as possible, but in any event before 3:00 p.m., New York City time, on such
Master Servicer Remittance Date. If, after such notice, the Trustee does not
receive the full amount of such P&I Advances by the close of business (New York
City time) on such Master Servicer Remittance Date, then (i) unless the Trustee
determines that such Advance would be a Nonrecoverable P&I Advance if made, the
Trustee shall make the portion of such P&I Advances that was required to be, but
was not, made by the Master Servicer on such Master Servicer Remittance Date and
(ii) such failure shall constitute an Event of Default on the part of the Master
Servicer.

            (b) The aggregate amount of P&I Advances to be made in respect of
the Mortgage Loans (including, without limitation, Balloon Mortgage Loans
delinquent as to their respective Balloon Payments) and any REO Loans for any
Distribution Date shall equal, subject to subsection (c) below, the aggregate of
all Monthly Payments (other than Balloon Payments) and any Assumed Monthly
Payments, in each case net of related Master Servicing Fees and Workout Fees
payable hereunder, 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 last day of the related Collection
Period; provided that, if an Appraisal Reduction Amount exists with respect to
any Required Appraisal Loan, then, in the event of subsequent delinquencies
thereon, the interest portion of the P&I Advance in respect of such Required
Appraisal Loan for the related Distribution Date shall be reduced (it being
herein acknowledged that there shall be no reduction in the principal portion of
such P&I Advance) to equal the product of (i) the amount of the interest portion
of such P&I Advance for such Required Appraisal Loan for such Distribution Date
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 Amount, 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.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. In addition, Nonrecoverable P&I
Advances shall be reimbursable pursuant to Section 3.05(a) out of general
collections on the Mortgage Pool on deposit in the Certificate Account. The
determination by the Master Servicer or, if applicable, the Trustee, that it has
made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made,
would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered promptly (and, in any event, in the case of a
proposed P&I Advance by the Master Servicer, no less than 5 Business Days prior
to the related Master Servicer Remittance Date) to the Trustee (or, if
applicable, retained thereby), the Depositor and the Rating Agencies, setting
forth the basis for such determination, together with ( such determination is
prior to the liquidation of the related Mortgage Loan or REO Property) a copy of
an Appraisal 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. The Trustee shall deliver such Officer's Certificate as soon as
practicable after its determination that such P&I Advance would be
nonrecoverable. If such an Appraisal 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. The Trustee shall 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 P&I Advance, and 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 P&I Advance.

            (d) As and to the extent permitted by Section 3.05(a), the Master
Servicer and the Trustee shall each be entitled to receive interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of each
P&I Advance made thereby (out of its own funds) for so long as such P&I Advance
is outstanding (or, in the case of Advance Interest payable to the Master
Servicer, if earlier, until the Late Collection of the delinquent principal
and/or interest in respect of which such P&I Advance was made has been received
by the Master Servicer or any of its Sub-Servicers), and such interest will be
paid: first, out of any Default Charges collected on or in respect of the
related Mortgage Loan during, and allocable to, the period, if any, that it was
a Specially Serviced Mortgage Loan or an REO Loan; and second, at any time
coinciding with or following the reimbursement of such P&I Advance, out of
general collections on the Mortgage Loans and any REO Properties on deposit in
the Certificate Account. As and to the extent provided by Section 3.05(a), the
Master Servicer shall reimburse itself or the Trustee, as appropriate, for any
P&I Advance made thereby as soon as practicable after funds available for such
purpose are deposited in the Certificate Account, and in no event shall interest
accrue in accordance with this Section 4.03(d) on any P&I Advance as to which
the corresponding Late Collection had been received as of the related date on
which such P&I Advance was made.

            SECTION  4.04  Allocation of Realized Losses and Additional
                           Trust Fund Expenses to the Sequential Pay
                           Certificates.

            On each Distribution Date, following the distributions to be made to
the Certificateholders on such date pursuant to Section 4.01(a), the Trustee
shall determine the amount, if any, by which (i) the then aggregate Certificate
Principal Balance of the Sequential Pay 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 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 such excess or the related
Class Principal Balance is reduced to zero (whichever occurs first). If, after
the foregoing reductions, the amount described in clause (i) of the second
preceding sentence still exceeds the amount described in clause (ii) of 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 such excess or each such Class Principal Balance
is reduced to zero (whichever occurs first). Such reductions in the Class
Principal Balances of the respective Classes of the Sequential Pay Certificates
shall be deemed to be allocations of Realized Losses and Additional Trust Fund
Expenses.

            SECTION 4.05  Deemed Distributions on, and Allocations of
                          Realized Losses and Additional Trust Fund
                          Expenses to, the REMIC I Regular Interests.

            (a) All distributions of Distributable Certificate Interest made in
respect of the respective Classes of REMIC II Regular Certificates on each
Distribution Date pursuant to Section 4.01(a) shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of the respective REMIC I
Regular Interests, pro rata in accordance with, and in an amount equal to, the
aggregate Uncertificated Distributable Interest in respect of each REMIC I
Regular Interest for such Distribution Date and, to the extent not previously
deemed paid pursuant to this sentence, for all prior Distribution Dates. In
addition, distributions of principal and reimbursements of previously allocated
Realized Losses and Additional Trust Fund Expenses made in respect of each Class
of Sequential Pay Certificates on each Distribution Date pursuant to Section
4.01(a) shall be deemed to have first been distributed from REMIC I to REMIC II
in respect of the Corresponding Major REMIC I Regular Interest and the
Corresponding Minor REMIC I Regular Interest, pro rata based on their respective
Uncertificated Principal Balances outstanding immediately prior to such
Distribution Date. In each such case, if such distribution on any such Class of
Certificates was a distribution of interest, of principal or in reimbursement of
any previously allocated Realized Losses and Additional Trust Fund Expenses in
respect of any such Class of Certificates, then the corresponding distribution
deemed to be made on a REMIC I Regular Interest pursuant to the preceding two
sentences shall be deemed to also be a distribution of interest, of principal or
in reimbursement of any previously allocated Realized Losses and Additional
Trust Fund Expenses, as the case may be, in respect of such REMIC I Regular
Interest.

            (b) All distributions of Prepayment Premiums made in respect of the
respective Classes of REMIC II Regular Certificates on each Distribution Date
pursuant to Section 4.01(a) shall be deemed to have first been distributed from
REMIC I to REMIC II in respect of the respective REMIC I Regular Interests, pro
rata based upon the amount of principal deemed distributed in respect of each
such REMIC I Regular Interest for such Distribution Date pursuant to Section
4.05(a) above.

            (c) The actual distributions made by the Trustee on each
Distribution Date in respect of the REMIC II Certificates pursuant to Section
4.01(a), shall be deemed to have been so made from the amounts deemed
distributed in respect of the REMIC I Regular Interests on such Distribution
Date pursuant to this Section 4.05. Notwithstanding the deemed distributions on
the REMIC I Regular Interests described in this Section 4.05, actual
distributions of funds from the Distribution Account shall be made only in
accordance with Section 4.01.

            (d) Each Realized Loss and Additional Trust Fund Expense, if any,
allocated to each Class of Sequential Pay Certificates on any Distribution Date
shall be deemed to have first been allocated to the Corresponding Major REMIC I
Regular Interest and the Corresponding Minor REMIC I Regular Interest (pro rata
based on their respective Uncertificated Principal Balances outstanding
immediately following the deemed distributions on such Distribution Date
pursuant to Section 4.05(a)), with a corresponding reduction in the
Uncertificated Principal Balance of each such REMIC I Regular Interest.


<PAGE>

                                    ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01  The Certificates.

            (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1, A-2, A-3, A-4 and A-5; provided that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Registered Certificates and
the Class F Certificates shall initially be held and transferred through the
book-entry facilities of the Depository. The REMIC II Regular Certificates will
be issuable in denominations corresponding to initial Certificate Principal
Balances or Certificate Notional Amounts, as the case may be, as of the Closing
Date of not less than $__________ (or, with respect to the Class A Certificates,
$____________ and, with respect to the Class X Certificates, $____________) and
any whole dollar denomination in excess thereof; provided, however, that a
single Certificate of each Class thereof may be issued in a different
denomination. Each Class of Residual Certificates will be issuable only in a
denomination representing the entire Class.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized officer. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Trustee shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication;
provided that the Certificates issued on the Closing Date shall, in any event,
be dated the Closing Date.

            SECTION 5.02  Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. For so long as the Trustee acts as Certificate Registrar, its
Corporate Trust Office shall constitute the office of the Certificate Registrar
maintained for such purposes. The Trustee may appoint, by a written instrument
delivered to the Depositor, the Master Servicer, the Special Servicer and the
REMIC Administrator, any other bank or trust company to act as Certificate
Registrar under such conditions as the predecessor Certificate Registrar may
prescribe, provided that the Trustee shall not be relieved of any of its duties
or responsibilities hereunder as Certificate Registrar by reason of such
appointment. If the Trustee resigns or is removed in accordance with the terms
hereof, the successor trustee shall immediately succeed to its predecessor's
duties as Certificate Registrar. The Depositor, the Master Servicer, the Special
Servicer and the REMIC Administrator shall have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register. Upon request, the Trustee
shall promptly inform, or cause the Certificate Registrar to inform, the Master
Servicer or the Special Servicer, as applicable, of the identity of all
Certificateholders of the Controlling Class.

      If three or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, afford such applicants access during normal business hours to
the most recent list of Certificateholders held by the Trustee. If the Trustee
is no longer the Certificate Registrar and such a list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt.

      Every Certificateholder, by receiving and holding such list, agrees with
the Certificate Registrar and the Trustee that neither 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.

            (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. In the event a transfer of any
Non-Registered Certificate (other than in connection with the initial issuance
of the Certificates or a transfer of such Non-Registered Certificate by the
Depositor or any Affiliate of the Depositor and other than a Non-Registered
Certificate which constitutes a Book-Entry Certificate) is to be made without
registration under the Securities Act, the Certificate Registrar shall refuse to
register such transfer unless it receives the following: (i) a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 hereto; or (ii) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
B-2 hereto and a certificate from such Certificateholder's prospective
transferee substantially in the form attached either as Exhibit B-3 or Exhibit
B-4 hereto; or (iii) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that such transfer may 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. If a transfer of any interest in any
Non-Registered Certificate that constitutes a Book-Entry Certificate (such as a
Class F Certificate) is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
transfer of any interest in such Non-Registered Certificate by the Depositor or
any of its Affiliates), then the Certificate Owner desiring to effect such
transfer shall be required to obtain either (i) a certificate from such
Certificate Owner's prospective transferee substantially in the form attached as
Exhibit B-5 hereto or as Exhibit B-6 hereto; or (ii) an Opinion of Counsel to
the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust or
of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar in
their respective capacities as such). None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify any Class of
Non-Registered Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of any Non-Registered Certificate or interest therein without
registration or qualification. Any Holder or Certificate Owner of a
Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee, the REMIC Administrator
and the Certificate Registrar against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

            (c) No transfer of any Non-Registered Certificate or any interest
therein shall be made under any circumstances (i) to any employee benefit plan
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, that is subject to
ERISA or the Code (each, a "Plan"), or (ii) to any Person who is directly or
indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of or as trustee of a Plan, or with "plan assets" within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R.
ss.2510.3-101, unless: (x) in the case of any Non-Registered Certificate or
interest therein that is being acquired with "plan assets", the prospective
Transferee provides the Certificate Registrar (or, in the case of a
Non-Registered Certificate that constitutes a Book-Entry Certificate, the
Certificate Owner that desires to effect the transfer) with a certification to
the effect that the purchase, continued holding and transfer of such Certificate
or interest therein is exempt from the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code under Sections I and III of
Prohibited Transaction Class Exemption ("PTCE") 95-60 or under Section 401(c) of
ERISA; or (y) in the case of any Non-Registered Certificate that is held as a
Definitive Certificate, the prospective Transferee provides the Certificate
Registrar with a certification of facts and an Opinion of Counsel, obtained at
the expense of such prospective Transferee, which establish to the satisfaction
of the Certificate Registrar that such transfer will not result in a violation
of Section 406 of ERISA or Section 4975 of the Code, will not result in the
imposition of an excise tax under Section 4975 of the Code and will not subject
the Trustee, Master Servicer or Special Servicer to any obligation in addition
to those undertaken in this Agreement. Each Person who acquires any Certificate
(including, without limitation, a Registered Certificate) or interest therein
shall (in all cases, in the case of a Registered Certificate, and only if such
Person shall not have delivered the Opinion of Counsel and/or one of the
certifications referred to in the preceding sentence, in the case of a
Non-Registered Certificate) be deemed to have certified that: (i) it is neither
a Plan nor any Person who is directly or indirectly purchasing such Certificate
or interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, or (ii) alternatively, that the purchase, continued holding
and transfer of such Certificate or interest therein is exempt from the
prohibited transaction provisions of Section 406 of ERISA and Section 4975 of
the Code under Prohibited Transaction Exemption ("PTE") 90-88 or PTE 93-31,
Sections I and III of PTCE 95-60 or Section 401(c) of ERISA.

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

                        (A) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Permitted
                  Transferee and a United States Person and shall promptly
                  notify the Trustee and the REMIC Administrator of any change
                  or impending change in its status as a Permitted Transferee or
                  United States Person.

                        (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate (other than in
                  connection with the initial issuance thereof or the transfer
                  thereof among the Depositor and its Affiliates), the
                  Certificate Registrar shall require delivery to it, and shall
                  not register the Transfer of any Residual Certificate until
                  its receipt of, an affidavit and agreement substantially in
                  the form attached hereto as Exhibit C-1 (a "Transfer Affidavit
                  and Agreement") from the proposed Transferee, in form and
                  substance satisfactory to the Certificate Registrar,
                  representing and warranting, among other things, that such
                  Transferee is a Permitted Transferee, that it is not acquiring
                  its Ownership Interest in the Residual Certificate that is the
                  subject of the proposed Transfer as a nominee, trustee or
                  agent for any Person that is not a Permitted Transferee, that
                  for so long as it retains its Ownership Interest in a Residual
                  Certificate it will endeavor to remain a Permitted Transferee,
                  that it is a United States Person and that it has reviewed the
                  provisions of this Section 5.02(d) and agrees to be bound by
                  them.

                        (C) Notwithstanding the delivery of a Transfer Affidavit
                  and Agreement by a proposed Transferee under clause (B) above,
                  if the Certificate Registrar has actual knowledge that the
                  proposed Transferee is not both a Permitted Transferee and a
                  United States Person, no Transfer of an Ownership Interest in
                  a Residual Certificate to such proposed Transferee shall be
                  effected.

                        (D) Except in connection with the initial issuance of
                  the Residual Certificates or any transfer thereof among the
                  Depositor and its Affiliates, each Person holding or acquiring
                  any Ownership Interest in a Residual Certificate shall agree
                  (1) to require a Transfer Affidavit and Agreement from any
                  prospective Transferee to whom such Person attempts to
                  transfer its Ownership Interest in such Residual Certificate
                  and (2) not to transfer its Ownership Interest in such
                  Residual Certificate unless it provides to the Certificate
                  Registrar a certificate substantially in the form attached
                  hereto as Exhibit C-2 stating that, among other things, it has
                  no actual knowledge that such prospective Transferee is not a
                  Permitted Transferee and a United States Person.

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

            (ii) (A) If any purported Transferee shall become a Holder of a
            Residual Certificate in violation of the provisions of this Section
            5.02(d), then the last preceding Holder of such Residual Certificate
            that was in compliance with the provisions of this Section 5.02(d)
            shall be restored, to the extent permitted by law, to all rights as
            Holder thereof retroactive to the date of registration of such
            Transfer of such Residual Certificate. None of the Trustee, the
            Master Servicer, the Special Servicer, the REMIC Administrator or
            the Certificate Registrar shall be under any liability to any Person
            for any registration of Transfer of a Residual Certificate that is
            in fact not permitted by this Section 5.02(d) or for making any
            payments due on such Certificate to the Holder thereof or for taking
            any other action with respect to such Holder under the provisions of
            this Agreement.

            (B) If any purported Transferee shall become a Holder of a Residual
            Certificate in violation of the restrictions in this Section 5.02(d)
            and to the extent that the retroactive restoration of the rights of
            the Holder of such Residual Certificate as described in clause
            (ii)(A) above shall be invalid, illegal or unenforceable, then the
            Trustee shall have the right, but not the obligation, to cause the
            transfer of such Residual Certificate to a Permitted Transferee
            selected by the Trustee on such terms as the Trustee may choose, and
            the Trustee shall not be liable to any Person having an Ownership
            Interest in a Residual Certificate as a result of its exercise of
            such discretion. Such Permitted Transferee shall promptly endorse
            and deliver such Residual Certificate in accordance with the
            instructions of the Trustee. Such Permitted Transferee may be the
            Trustee itself or any Affiliate of the Trustee.

            (iii) The REMIC Administrator shall make available to the Internal
      Revenue Service and those Persons specified by the REMIC Provisions all
      information necessary to compute any tax imposed (A) as a result of the
      Transfer of an Ownership Interest in a Residual Certificate to any Person
      who is not a Permitted Transferee or a United States Person, including the
      information described in Treasury regulations sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
      Certificate and (B) as a result of any regulated investment company, real
      estate investment trust, common trust fund, partnership, trust, estate or
      organization described in Section 1381 of the Code that holds an Ownership
      Interest in a Residual Certificate having as among its record holders at
      any time any Person which is not a Permitted Transferee. The Person
      holding such Ownership Interest shall be responsible for the reasonable
      compensation of the REMIC Administrator for providing such information.

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      subsection (iv) may be modified, added to or eliminated, provided that
      there shall have been delivered to the Trustee and the REMIC Administrator
      the following:

                  (A) written notification from [each] Rating Agency to the
                  effect that the modification of, addition to or elimination of
                  such provisions will not cause such Rating Agency to downgrade
                  its then-current rating of any Class of Certificates; and

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

            (e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at the offices of the Certificate
Registrar maintained for such purpose, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of authorized
denominations of the same Class of a like aggregate Percentage Interest.

            (f) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

            (g) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (h) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            (i) Subsequent to the initial issuance of the Certificates, the
Trustee shall be responsible for the preparation of physical Certificates in
connection with any transfer or exchange; provided that the correct form of
Certificate of each Class shall be provided by the Depositor to the Trustee on
diskette on or about the Closing Date. All Certificates surrendered for transfer
and exchange shall be physically canceled by the Certificate Registrar, and the
Certificate Registrar shall hold or destroy such canceled Certificates in
accordance with its standard procedures.

            (j) The Certificate Registrar shall be required to provide the
Depositor and the REMIC Administrator with an updated copy of the Certificate
Register on or about January 1 of each year, commencing __________ 1, 200__, and
shall be required to provide the Depositor, the Master Servicer, the Special
Servicer or the REMIC Administrator with an updated copy of the Certificate
Register at other times promptly upon written request therefor.

            (k) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of a
Book-Entry Certificate, to the Certificate Owner that is transferring such
interest) a certification to the effect that, and such other evidence as may be
reasonably required by the Trustee (or such Certificate Owner) to confirm that,
it has (i) sole investment discretion with respect to each such account and (ii)
full power to make the acknowledgments, representations, warranties,
certification and agreements with respect to each such account as set forth in
subsections (b), (c) and (d), as applicable, of this Section 5.02.

            SECTION 5.03  Book-Entry Certificates.

            (a) The Registered Certificates and the Class F Certificates shall,
in the case of each Class thereof, initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in subsection (c) below, transfer of such Certificates may not be
registered by the Certificate Registrar unless such transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
subsection (c) below, shall not be entitled to fully registered, physical
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing each
such Certificate Owner. Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures. Neither the Certificate Registrar nor the
Trustee shall have any responsibility to monitor or restrict the transfer of
Ownership Interests in Certificates through the book-entry facilities of the
Depository.

            (b) The Depositor, the Mortgage Loan Seller, the Trustee, the Master
Servicer, the Special Servicer, the REMIC Administrator and the Certificate
Registrar may for all purposes, including the making of payments due on the
Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. The
rights of Certificate Owners with respect to the Book-Entry Certificates shall
be limited to those established by law and agreements between such Certificate
Owners and the Depository Participants and brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
If any party hereto requests from the Depository a list of the Depository
Participants in respect of any Class or Classes of the Book-Entry Certificates,
the cost thereof shall be borne by the party on whose behalf such request is
made (but in no event shall any such cost be borne by the Trustee).

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to any Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to any Class of the Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of the
Book-Entry Certificates by the Depository, accompanied by registration
instructions for registration of transfer, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, the appropriate Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator or the Certificate
Registrar shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Registered Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders
hereunder and, accordingly, shall be entitled directly to receive payments
on, to exercise Voting Rights with respect to, and to transfer and exchange such
Definitive Certificates.

            SECTION 5.04  Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            SECTION 5.05  Persons Deemed Owners.

            Prior to due presentment for registration of transfer, the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Trustee, the REMIC Administrator, the Certificate Registrar and any agents
of any of them may treat the person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and none of the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Trustee, the REMIC Administrator, the Certificate Registrar or any agent of
any of them shall be affected by notice to the contrary.

            SECTION 5.06  Certification by Certificate Owners.

            (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the applicable transfer requirements of Sections 5.02(b) and
5.02(c).

            (b) To the extent that under the terms of this Agreement, it is
necessary to determine whether any Person is a Certificate Owner, the Trustee
shall make such determination based on a certificate of such Person which shall
specify, in reasonable detail satisfactory to the Trustee, the Class and
Certificate Principal Balance or Certificate Notional Amount, as the case may
be, of the Book-Entry Certificate beneficially owned, the value of such Person's
interest in such Certificate and any intermediaries through which such Person's
Ownership Interest in such Book-Entry Certificate is held; provided, however,
that the Trustee shall not knowingly recognize such Person as a Certificate
Owner if such Person, to the knowledge of a Responsible Officer of the Trustee,
acquired its Ownership Interest in a Book-Entry Certificate in violation of
Section 5.02(b) and/or Section 5.02(c), or if such Person's certification that
it is a Certificate Owner is in direct conflict with information obtained by the
Trustee from the Depository, Depository Participants, and/or indirect
participating brokerage firms for which a Depository Participant acts as agent,
with respect to the identity of a Certificate Owner. The Trustee shall exercise
its reasonable discretion in making any determination under this Section 5.06(b)
and shall afford any Person providing information with respect to its beneficial
ownership of any Certificates an opportunity to resolve any discrepancies
between the information provided and any other information available to the
Trustee.

<PAGE>


                                   ARTICLE VI

          THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE MASTER SERVICER,
                THE SPECIAL SERVICER AND THE REMIC ADMINISTRATOR

            SECTION  6.01  Liability of the Depositor, the Mortgage Loan
                           Seller, the Master Servicer, the Special Servicer
                           and the REMIC Administrator.

            The Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer and the REMIC Administrator shall be liable in accordance
herewith only to the extent of the respective obligations specifically imposed
upon and undertaken by the Depositor, the Mortgage Loan Seller, the Master
Servicer, the Special Servicer and the REMIC Administrator herein.

            SECTION 6.02  Merger, Consolidation or Conversion of the
                          Depositor, the Mortgage Loan Seller,
                          the Master Servicer, the Special Servicer
                          or the REMIC Administrator.

            Subject to the following paragraph, the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer and the REMIC Administrator
each will keep in full effect its existence, rights and franchises as a
corporation or other business organization under the laws of the jurisdiction of
its organization, and each will obtain and preserve its qualification to do
business as a foreign corporation or otherwise in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

            The Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer and the REMIC Administrator each may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets
(which, as to the Master Servicer and the Special Servicer, may be limited to
all or substantially all of its assets relating to the business of mortgage loan
servicing) to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Mortgage Loan Seller, the Master
Servicer, the Special Servicer or the REMIC Administrator shall be a party, or
any Person succeeding to the business of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer or the REMIC Administrator,
shall be the successor of the Depositor, the Mortgage Loan Seller, the Master
Servicer, the Special Servicer or the REMIC Administrator, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer, the Special Servicer, or the
Mortgage Loan Seller unless such succession will not result in any withdrawal,
downgrade or qualification of the rating then assigned by [either] Rating Agency
to any Class of Certificates (as confirmed in writing).

            SECTION  6.03  Limitation on Liability of the Depositor,
                           the Master Servicer, the Special Servicer,
                           the REMIC Administrator and Others.

            None of the Depositor, the Master Servicer, the Special Servicer,
the REMIC Administrator or any director, officer, employee or agent of any of
the foregoing shall be under any liability to the Trust or the
Certificateholders for any action taken, or not taken, in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer, the Special
Servicer, the REMIC Administrator or any such other Person against any breach of
a representation or warranty made herein, or against any expense or liability
specifically required to be borne thereby pursuant to the terms hereof, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of obligations or duties
hereunder, or by reason of negligent disregard of such obligations and duties.
The Depositor, the Master Servicer, the Special Servicer, the REMIC
Administrator and any director, officer, employee or agent of any of the
foregoing may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, the Special Servicer, the REMIC
Administrator and any director, officer, employee or agent of any of the
foregoing shall be indemnified and held harmless by the Trust against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement, the Certificates or any asset of the Trust, other than any loss,
liability or expense: (i) specifically required to be borne by such Person
pursuant to the terms hereof, including, without limitation, Section 10.01(h);
(ii) incidental to the performance of obligations and duties hereunder,
including, without limitation, in the case of the Master Servicer or the Special
Servicer, the prosecution of an enforcement action in respect of any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement); or (iii) which was
incurred in connection with claims against such party resulting from (A) any
breach of a representation or warranty 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. None of the Depositor, the Master Servicer, the Special Servicer or the
REMIC Administrator shall be under any obligation to appear in, prosecute or
defend any legal action unless such action is related to its respective duties
under this Agreement and, except in the case of a legal action contemplated by
Section 3.22, in its opinion does not involve it in any ultimate expense or
liability; provided, however, that the Depositor, the Master Servicer, the
Special Servicer or the REMIC Administrator may in its discretion undertake any
such action which it may deem necessary or desirable with respect to the
enforcement and/or protection of the rights and duties of the parties hereto and
the interests of the Certificateholders hereunder. In such event, the legal
expenses and costs of such action, and any liability resulting therefrom, shall
be expenses, costs and liabilities of the Trust, and the Depositor, the Master
Servicer, the Special Servicer and the REMIC Administrator each shall be
entitled to the direct payment of such expenses or to be reimbursed therefor
from the Certificate Account as provided in Section 3.05(a).

            SECTION 6.04  Master Servicer, Special Servicer and
                          REMIC Administrator Not to Resign.

            None of the Master Servicer, the Special Servicer or the REMIC
Administrator shall be permitted to resign from the obligations and duties
hereby imposed on it, except (i) upon the appointment of, and the acceptance of
such appointment by, a successor thereto which is reasonably acceptable to the
Trustee and the receipt by the Trustee of written confirmation from each and
every Rating Agency to the effect that such resignation and appointment will not
result in the downgrade, qualification or withdrawal of any rating then assigned
by such Rating Agency to any Class of Certificates, or (ii) upon determination
that such obligations and duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it, the other activities of the Master Servicer,
Special Servicer or REMIC Administrator, as the case may be, so causing such a
conflict being of a type and nature carried on by the Master Servicer, Special
Servicer or REMIC Administrator, as the case may be, at the date of this
Agreement. Any such determination of the nature described in clause (ii) of the
preceding sentence permitting the resignation of the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, shall be
evidenced by an Opinion of Counsel to such effect which shall be rendered by
Independent counsel, be addressed and delivered to the Trustee and the Rating
Agencies and be paid for by the resigning party. No such resignation for either
reason shall become effective until the Trustee or other successor shall have
assumed the responsibilities and obligations of the resigning party hereunder.
All costs and expenses of the Trustee and the Trust (including, without
limitation, any costs or expenses of any party hereto reimbursable out of the
Trust Fund) in connection with any such resignation (including, without
limitation, any requisite transfer of servicing) shall be paid for, as incurred,
by the resigning party.

            Consistent with the foregoing, none of the Master Servicer, the
Special Servicer or the REMIC Administrator shall be permitted, except as
expressly provided herein, to assign or transfer any of its rights, benefits or
privileges hereunder to any other Person, or delegate to or subcontract with, or
authorize or appoint any other Person to perform any of the duties, covenants or
obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer, the Special Servicer or the REMIC
Administrator are transferred to a successor thereto, then, subject to Section
3.22, the entire amount of compensation payable to the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, pursuant hereto
shall thereafter be payable to such successor.

            SECTION 6.05  Rights of the Depositor and the Trustee in
                          Respect of the Master Servicer, the Special
                          Servicer and the REMIC Administrator

            The Master Servicer, the Special Servicer and the REMIC
Administrator each shall afford the Depositor and the Trustee, upon reasonable
notice, during normal business hours access to all records maintained by the
Master Servicer, the Special Servicer or the REMIC Administrator, as the case
may be, in respect of its rights and obligations hereunder and access to such of
its officers as are responsible for such obligations. Upon reasonable request,
the Master Servicer, the Special Servicer and the REMIC Administrator each shall
furnish the Depositor and the Trustee with its most recent financial statements
and such other information as it possesses, and which it is not prohibited by
law or, to the extent applicable, binding obligations to third parties with
respect to confidentiality from disclosing, regarding its business, affairs,
property and condition, financial or otherwise. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer, the Special
Servicer and the REMIC Administrator hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master
Servicer, the Special Servicer or the REMIC Administrator hereunder or, in
connection with a default thereby, exercise the rights of the Master Servicer,
the Special Servicer or the REMIC Administrator hereunder; provided, however,
that none of the Master Servicer, the Special Servicer or the REMIC
Administrator shall be relieved of any of its obligations hereunder by virtue of
such performance by the Depositor or its designee. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master
Servicer, the Special Servicer or the REMIC Administrator and is not obligated
to supervise the performance of the Master Servicer, the Special Servicer or the
REMIC Administrator under this Agreement or otherwise.

<PAGE>


                                   ARTICLE VII

                                     DEFAULT

            SECTION 7.01  Events of Default.

            (a) "Event of Default", wherever used herein, unless the context
otherwise requires, means any one of the following events:

            (i) any failure by the Master Servicer to deposit into the
      Certificate Account any amount required to be so deposited under this
      Agreement which continues unremedied for two Business Days following the
      date on which such deposit was first required to be made, or any failure
      by the Master Servicer to deposit into, or to remit to the Trustee for
      deposit into, the Distribution Account on any Master Servicer Remittance
      Date, the full amount of any Master Servicer Remittance Amount required to
      be so deposited or remitted under this Agreement on such date; or

            (ii) any failure by the Special Servicer to deposit into, or to
      remit to the Master Servicer for deposit into, the Certificate Account or
      the REO Account any amount required to be so deposited or remitted under
      this Agreement which continues unremedied for two Business Days following
      the date on which such deposit or remittance was first required to be
      made; or

            (iii) any failure by the Master Servicer to remit to the Trustee for
      deposit into the Distribution Account, on any Master Servicer Remittance
      Date, the full amount of P&I Advances required to be made on such date; or

            (iv) any failure by the Master Servicer to timely make any Servicing
      Advance required to be made by it pursuant to this Agreement, which
      failure continues unremedied for a period of one Business Day following
      the date on which notice shall have been given to the Master Servicer by
      the Trustee as provided in Section 3.11(e); or

            (v) any failure by the Special Servicer to timely make (or timely
      direct the Master Servicer to make) any Servicing Advance required to be
      made by it or the Master servicer at its direction pursuant to this
      Agreement, which failure continues unremedied for a period of one Business
      Day following the date on which notice has been given to the Special
      Servicer by the Trustee as provided in Section 3.11(e); or

            (vi) 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 thereof contained in this Agreement, which
      failure 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 any other party hereto, or to the Master Servicer or
      the Special Servicer, as the case may be, with a copy to each other party
      hereto, by the Holders of Certificates entitled to at least 25% of the
      Voting Rights; or

            (vii) any failure on the part of the REMIC Administrator duly to
      observe or perform in any material respect any of the covenants or
      agreements thereof contained in this Agreement, which failure 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 REMIC Administrator by any other party hereto, or to the REMIC
      Administrator, with a copy to each other party hereto, by the Holders of
      Certificates entitled to at least 25% of the Voting Rights; or

            (viii) any breach on the part of the Master Servicer, the Special
      Servicer or the REMIC Administrator of any representation or warranty
      thereof 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, the Special Servicer or the REMIC Administrator, as the
      case may be, by any other party hereto, or to the Master Servicer, the
      Special Servicer or the REMIC Administrator, as the case may be, with a
      copy to each other party hereto, by the Holders of Certificates entitled
      to at least 25% of the Voting Rights; or

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

            (x) the Master Servicer, the Special Servicer or the REMIC
      Administrator shall consent to the appointment of a conservator, receiver,
      liquidator, trustee or similar official in any bankruptcy, insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings of or relating to it or of or relating to all or substantially
      all of its property; or

            (xi) the Master Servicer, the Special Servicer or the REMIC
      Administrator 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

            (xii) the Trustee shall have received written notice from either
      Rating Agency that the continuation of the Master Servicer or the Special
      Servicer in such capacity would result (or the continuation of the Master
      Servicer or the Special Servicer in such capacity has resulted) in a
      downgrade, qualification or withdrawal of any rating then assigned by such
      Rating Agency to any Class of Certificates.

Each Event of Default listed above as items (iv) through (xii) shall constitute
an Event of Default only with respect to the relevant party; provided that if a
single entity acts or any two or more Affiliates act as Master Servicer, Special
Servicer and REMIC Administrator, or in any two or more of the foregoing
capacities, an Event of Default in one capacity (other than an event described
in clause (xii)) will constitute an Event of Default in each such capacity.

            (b) If any Event of Default with respect to the Master Servicer or
the Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as the Event of Default shall not have been remedied, the
Depositor or the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 51% of the Voting Rights or if the relevant
Event of Default is the one described in clause (xii) of subsection (a) above,
the Trustee shall, terminate, by notice in writing to the Defaulting Party (with
a copy of such notice to each other party hereto), all of the rights and
obligations (accruing from and after such notice) of the Defaulting Party under
this Agreement and in and to the Mortgage Loans and the proceeds thereof. 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 agree that, if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than ten Business Days subsequent
to its receipt of the notice of termination) provide the Trustee with all
documents and records reasonably requested thereby to enable the Trustee to
assume the Master Servicer's or Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, the
transfer within two Business Days to the Trustee for administration by it of all
cash amounts which shall at the time be or should have been credited by the
Master Servicer to the Certificate Account, the Distribution Account, any
Servicing Account or any Reserve Account (if it is the Defaulting Party) or by
the Special Servicer to the REO Account, the Certificate Account, any Servicing
Account or any Reserve Account (if it is the Defaulting Party) or thereafter be
received with respect to the Mortgage Loans and any REO Properties (provided,
however, that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b), continue to be obligated for or
entitled to receive all amounts accrued or owing by or to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise, and it and its directors, officers, employees and agents
shall continue to be entitled to the benefits of Section 6.03 notwithstanding
any such termination). All costs and expenses of the Trustee and the Trust
(including, without limitation, any costs and expenses of any party hereto
reimbursable out of the Trust Fund) in connection with the termination of the
Master Servicer or Special Servicer, as applicable, under this Section 7.01(b)
(including, without limitation, the requisite transfer of servicing) shall be
paid for, as incurred, by the Defaulting Party.

            (c) If any Event of Default with respect to the REMIC Administrator
shall occur and be continuing, then, and in each and every such case, so long as
the Event of Default shall not have been remedied, the Depositor or the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 51% of the Voting Rights, the Trustee (or, if the Trustee is also the
REMIC Administrator, the Master Servicer) shall, terminate, by notice in writing
to the REMIC Administrator (with a copy to each of the other parties hereto),
all of the rights and obligations of the REMIC Administrator under this
Agreement. From and after the receipt by the REMIC Administrator of such written
notice (or if the Trustee is also the REMIC Administrator, from and after such
time as another successor appointed as contemplated by Section 7.02 accepts such
appointment), all authority and power of the REMIC Administrator under this
Agreement shall pass to and be vested in the Trustee (or such other successor)
pursuant to and under this Section, and, without limitation, the Trustee (or
such other successor) is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the REMIC Administrator, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination. The REMIC Administrator agrees promptly
(and in any event no later than ten Business Days subsequent to its receipt of
the notice of the termination) to provide the Trustee (or, if the Trustee is
also the REMIC Administrator, such other successor appointed as contemplated by
Section 7.02) with all documents and records requested thereby to enable the
Trustee (or such other successor) to assume the REMIC Administrator's functions
hereunder, and to cooperate with the Trustee (or such other successor) in
effecting the termination of the REMIC Administrator's responsibilities and
rights hereunder (provided, however, that the REMIC Administrator shall continue
to be obligated for or entitled to receive all amounts accrued or owing by or to
it under this Agreement on or prior to the date of such termination, and it and
its directors, officers, employees and agents shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such termination).

            SECTION 7.02  Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer, the Special Servicer or
the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of
Section 6.04 or receives a notice of termination pursuant to Section 7.01, the
Trustee shall be the successor in all respects to the Master Servicer, the
Special Servicer or (unless it has also been acting as such) the REMIC
Administrator, 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 relating thereto and arising
thereafter placed on the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, by the terms and provisions hereof,
including, without limitation, if the Master Servicer is the resigning or
terminated party, 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, the Special Servicer's or the REMIC Administrator's, as
the case may be, failure to cooperate or to provide information or monies
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. Neither the Trustee nor any other successor shall be liable for any
of the representations and warranties of the resigning or terminated party or
for any losses incurred by the resigning or terminated party pursuant to Section
3.06 hereunder nor shall the Trustee nor any other successor be required to
purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to all fees and other compensation which the resigning or
terminated party would have been entitled to for future services rendered if the
resigning or terminated party had continued to act hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act, or is not approved by each and every Rating Agency as an
acceptable master servicer or special servicer, as the case may be, of
commercial mortgage loans, or if the Holders of Certificates entitled to at
least 51% of the Voting Rights so request in writing to the Trustee, or if the
REMIC Administrator is the resigning or terminated party and the Trustee had
been acting in such capacity, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established and qualified institution as the
successor to the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, hereunder;
provided that such appointment does not result in the downgrading, qualification
or withdrawal of any rating then assigned by either Rating Agency to any Class
of Certificates (as evidenced by written confirmation thereof from each Rating
Agency). No appointment of a successor to the Master Servicer, the Special
Servicer or the REMIC Administrator hereunder shall be effective until the
assumption of the successor to such party of all its responsibilities, ___
duties and liabilities hereunder. Pending appointment of a successor to the
Master Servicer, the Special Servicer or the REMIC Administrator hereunder, the
Trustee shall act in such capacity as hereinabove provided. In connection with
any such appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on or in
respect of the 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, such successor and each other party hereto shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Any costs and expenses associated with the transfer of the foregoing
functions under this Agreement (other than the set-up costs of the successor)
shall be borne by the predecessor Master Servicer, Special Servicer or REMIC
Administrator, as applicable, and, if not paid by such predecessor Master
Servicer, Special Servicer or REMIC Administrator within thirty days of its
receipt of an invoice therefor, shall be an expense of the Trust; provided that
such predecessor Master Servicer, Special Servicer or REMIC Administrator shall
reimburse the Trust for any such expense so incurred by the Trust; and provided,
further, that the Trustee shall decide whether and to what extent it is in the
best interest of the Certificateholders to pursue any remedy against any party
obligated to make such reimbursement.

            SECTION 7.03  Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer, the Special
Servicer or the REMIC Administrator pursuant to Section 6.04, any termination of
the Master Servicer, the Special Servicer or the REMIC Administrator pursuant to
Section 7.01 or any appointment of a successor to the Master Servicer, the
Special Servicer or the REMIC Administrator pursuant to Section 6.04 or Section
7.02, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee has actual
knowledge, or would be deemed in accordance with Section 8.02(vii) to have
notice of the occurrence of such an event, the Trustee shall transmit by mail to
the other non-defaulting parties hereto and all Certificateholders notice of
such occurrence, unless such default shall have been cured.

            SECTION 7.04  Waiver of Events of Default.

            The Holders entitled to at least 66-2/3% of the Voting Rights
allocated to each of the Classes of Certificates affected by any Event of
Default hereunder may waive such Event of Default, except that prior to any
waiver of an Event of Default arising from a failure to make P&I Advances, the
Trustee shall be reimbursed all amounts which it has advanced. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
[Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor (provided that
neither the Depositor nor any Affiliate thereof is the party in respect of which
such Event of Default exists) shall be entitled to the same Voting Rights with
respect to the matters described above as they would if any other Person held
such Certificates.]

            SECTION 7.05  Additional Remedies of Trustee Upon Event of Default.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.

<PAGE>


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            SECTION 8.01  Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all such Events of Default and
defaults which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement; provided that it is
herein acknowledged and agreed that the Trustee is at all times acting in a
fiduciary capacity with respect to the Certificateholders. If an Event of
Default hereunder occurs and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement and applicable law, and use
the same degree of care and skill in their exercise as a prudent man or the
Trustee would exercise or use under the circumstances in the conduct of his or
its own affairs (whichever standard would be higher). Any permissive right of
the Trustee contained in this Agreement shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform in form to the requirements of this Agreement. If
any such instrument is found not to so conform to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected. The Trustee shall not be
responsible for, but may assume and rely upon, the accuracy and content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer, the Special Servicer
or the REMIC Administrator and accepted by the Trustee in good faith, pursuant
to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) The duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, the Trustee shall not
      be liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and, in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee and conforming to the requirements of this
      Agreement;

            (ii) The Trustee shall not be personally liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee, unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts; and

            (iii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates entitled to at
      least 25% (or, as to any particular matter, any higher percentage as may
      be specifically provided for hereunder) of the Voting Rights relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Agreement.

            SECTION 8.02  Certain Matters Affecting the Trustee

            Except as otherwise provided in Section 8.01:

            (i) The Trustee may rely upon and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance therewith;

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee reasonable security or indemnity against the costs,
      expenses and liabilities which may be incurred therein or thereby; the
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur any financial liability in the performance of any of its duties
      hereunder, or in the exercise of any of its rights or powers, if it shall
      have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably
      assured to it; nothing contained herein shall, however, relieve the
      Trustee of the obligation, upon the occurrence of an Event of Default
      hereunder which has not been cured, to exercise such of the rights and
      powers vested in it by this Agreement and to use the same degree of care
      and skill in their exercise as a prudent man would exercise or use under
      the circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be personally liable for any action
      reasonably taken, suffered or omitted by it in good faith and believed by
      it to be authorized or within the discretion or rights or powers conferred
      upon it by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder, and
      after the curing of all such Events of Default which may have occurred,
      the Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 25% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys-in-fact, provided that the use of any such agent or
      attorney-in-fact shall not relieve the Trustee from any its obligations
      hereunder, and the Trustee shall remain responsible for all acts and
      omissions of any such agent or attorney-in-fact;

            (vii) For all purposes under this Agreement, the Trustee shall not
      be deemed to have notice of any Event of Default hereunder unless a
      Responsible Officer of the Trustee has actual knowledge thereof or unless
      written notice of any event which is in fact such a default is received by
      the Trustee at the Corporate Trust Office, and such notice references the
      Certificates or this Agreement; and

            (viii) The Trustee shall not be responsible for any act or omission
      of the Master Servicer, the Special Servicer or the REMIC Administrator
      (unless the Trustee is acting as Master Servicer, Special Servicer or
      REMIC Administrator, as the case may be) or for any act or omission of the
      Depositor or the Mortgage Loan Seller.

            SECTION 8.03  Trustee Not Liable for Validity or Sufficiency
                          of Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates (other than
the representations and warranties of, and the other statements attributed to,
the Trustee in Article II and the certificate of authentication executed by the
Trustee as Certificate Registrar set forth on each outstanding Certificate)
shall be taken as the statements of the Depositor, the Mortgage Loan Seller, the
Master Servicer, the Special Servicer or the REMIC Administrator, as the case
may be, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Agreement (other than as specifically set forth in Sections 2.08 and 2.09) or of
any Certificate (other than as to the signature of the Trustee set forth
thereon) or of any Mortgage Loan or related document. The Trustee shall not be
accountable for the use or application by the Depositor of any of the
Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor or the Mortgage Loan
Seller in respect of the assignment of the Mortgage Loans to the Trust, or any
funds deposited in or withdrawn from the Certificate Account or any other
account by or on behalf of the Depositor, the Master Servicer, the Special
Servicer or the REMIC Administrator. The Trustee shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the
Master Servicer, the Special Servicer or the REMIC Administrator and accepted by
the Trustee in good faith, pursuant to this Agreement.

            SECTION 8.04  Trustee May Own Certificates.

            The Trustee, in its individual or any other capacity, and any agent
of the Trustee may become the owner or pledgee of Certificates with, except as
otherwise provided in the definition of Certificateholder, the same rights it
would have if it were not the Trustee or such agent, as the case may be.

            SECTION 8.05  Fees of Trustee; Indemnification of Trustee.

            (a) The Trustee shall pay to itself on each Distribution Date,
pursuant to Section 3.05(b)(ii), from amounts on deposit in the Distribution
Account, an amount equal to the Trustee Fee for such Distribution Date and, to
the extent not previously received, for each prior Distribution Date.

            (b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified and held harmless by the Trust (to
the extent of amounts on deposit in the Certificate Account and the Distribution
Account from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) arising out of,
or incurred in connection with, any legal actions relating to the exercise and
performance of any of the powers and duties of the Trustee hereunder; provided
that none of the Trustee or any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the
Trustee in the normal course of the Trustee's performing its routine duties in
accordance with any of the provisions hereof, (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof, or (iv)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of the Trustee's obligations and duties
hereunder, or by reason of negligent disregard of such obligations or duties, or
as may arise from a breach of any representation, warranty or covenant of the
Trustee made herein. The provisions of this Section 8.05(b) shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.

            SECTION 8.06  Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be a corporation, a trust
company, a bank or a banking association: (i) organized and doing business under
the laws of the United States of America or any State thereof or the District of
Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having
a combined capital and surplus of at least $[50,000,000.00] (iv) subject to
supervision or examination by federal or state authority; and (v) whose
long-term senior unsecured debt (or that of its fiscal agent) is rated not less
than "_____" by ______ and "_____" by _____ (or, in the case of [each] Rating
Agency, such lower ratings as would not, as confirmed in writing by such Rating
Agency, result in a qualification, downgrade or withdrawal of any of the
then-current ratings assigned by such Rating Agency to the Certificates). If
such corporation, trust company, bank or 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 8.06, the combined capital and surplus of such corporation, trust
company, bank or banking association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. No
Person shall become a successor trustee hereunder if the succession of such
Person would result in a qualification, downgrading or withdrawal of any of the
ratings then assigned by the Rating Agencies to the Certificates. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07. The corporation, trust company, bank or
banking association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Mortgage Loan Seller, the Master Servicer,
the Special Servicer, the REMIC Administrator and their respective Affiliates.

            SECTION 8.07  Resignation and Removal of the Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Mortgage Loan Seller, the Master Servicer, the Special Servicer, the REMIC
Administrator and to all Certificateholders. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee acceptable
to the Master Servicer by written instrument, in duplicate, which instrument
shall be delivered to the resigning Trustee and to the successor trustee. A copy
of such instrument shall be delivered to the Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the REMIC Administrator and the
Certificateholders by the Depositor. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master Servicer, or if at any
time the Trustee shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Trustee and appoint a successor
trustee acceptable to the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Mortgage
Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator
and the Certificateholders by the Depositor.

            (c) The Holders of Certificates entitled to at least 33 1/3% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed; provided that the
Master Servicer, the Depositor and the remaining Certificateholders shall have
been notified; and provided further that other Holders of the Certificates
entitled to a greater percentage of the Voting Rights shall not have objected to
such removal in writing to the Master Servicer and the Depositor within 30 days
of their receipt of notice thereof. A copy of such instrument shall be delivered
to the Depositor, the Mortgage Loan Seller, the Special Servicer, the REMIC
Administrator and the remaining Certificateholders by the Master Servicer.

            (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08; and no such resignation or removal of the Trustee
and/or appointment of a successor trustee shall be permitted, unless, as
confirmed in writing by each Rating Agency, such resignation or removal and
appointment would not result in the qualification, downgrading or withdrawal of
the rating assigned by either Rating Agency to any Class of Certificates.

            SECTION 8.08  Successor Trustee.

            (a) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the REMIC Administrator and
to its predecessor trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files and related documents and statements at
the time held on its behalf by a Custodian, which Custodian shall become the
agent of the successor trustee), and the Depositor, the Mortgage Loan Seller,
the Master Servicer, the Special Servicer, the REMIC Administrator and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder. If such predecessor trustee was removed as Trustee under this
Agreement without cause, the cost of any such execution, delivery or action
shall be at the expense of the Trust.

            (b) No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Master Servicer shall mail notice of the
succession of such trustee hereunder to the Depositor and the
Certificateholders. If the Master Servicer fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Master
Servicer.

            SECTION 8.09  Merger or Consolidation of Trustee.

            Any entity into which the Trustee may be merged or converted or with
which it may be consolidated or any entity resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any entity succeeding
to the corporate trust business of the Trustee shall be the successor of the
Trustee hereunder, 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 the Trustee shall continue to be eligible under
the provisions of Section 8.06. The successor to the Trustee shall promptly
notify in writing each of the other parties hereto, the Certificateholders and
the Rating Agencies of any such merger, conversion, consolidation or succession
to business.

            SECTION 8.10  Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default in
respect of the Master Servicer shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer, the Special Servicer or the REMIC
Administrator hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties, responsibilities or
liabilities hereunder.

            SECTION 8.11  Appointment of Custodians.

            The Trustee may, with the consent of the Master Servicer, appoint
one or more Custodians to hold all or a portion of the Mortgage Files as agent
for the Trustee; provided that if the Custodian is an Affiliate of the Trustee
such consent of the Master Servicer need not be obtained and the Trustee shall
instead notify the Master Servicer of such appointment. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have combined capital and surplus (or shall have its performance
guaranteed by an Affiliate with a combined capital and surplus) of at least
$10,000,000, shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File and shall not be the Depositor, the Mortgage Loan Seller
or any Affiliate of any of them. Each Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Trustee hereunder in
connection with the retention of Mortgage Files directly by the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its duties, liabilities or obligations hereunder, and the Trustee shall remain
responsible for all acts and omissions of any Custodian.

            SECTION 8.12  Access to Certain Information.

            (a) The Trustee shall provide or cause to be provided to the
Depositor, the Master Servicer, the Special Servicer and the Rating Agencies,
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, that is within its control which 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.

            (b) Promptly following the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee ______copies of any private placement memorandum or other disclosure
document used by the Depositor or its Affiliate in connection with the offer and
sale of the Class of Certificates to which such Non-Registered Certificate
belongs. In addition, if any such private placement memorandum or disclosure
document is revised, amended or supplemented at any time following the delivery
thereof to the Trustee, the Depositor promptly shall inform the Trustee of such
event and shall deliver to the Trustee _____ copies of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its Corporate Trust Office and shall on behalf of the
Depositor, upon reasonable advance written notice, make available during normal
business hours for review by each Rating Agency and by any Certificateholder or
any Certificate Owner or any Person identified to the Trustee by a
Certificateholder or a Certificate Owner as a prospective transferee of a
Certificate or interest therein, originals or copies of the following items: (i)
in the case of a Holder or prospective transferee of a Non-Registered
Certificate, any private placement memorandum or other disclosure document
relating to the Class of Certificates to which such Non-Registered Certificate
belongs, in the form most recently provided to the Trustee; and (ii) in all
cases, (A) this Agreement and the Sub-Servicing Agreements, and any amendments
hereto or thereto, (B) all statements and reports required to be delivered to
Holders of the relevant Class of Certificates pursuant to Section 4.02(a) since
the Closing Date, (C) all reports delivered to the Trustee since the Closing
Date pursuant to Section 4.02(b) and Section 4.02(c), (D) all Officer's
Certificates delivered to the Trustee since the Closing Date pursuant to Section
3.13, (E) all accountants' reports delivered to the Trustee since the Closing
Date pursuant to Section 3.14, (F) the most recent inspection report, together
with any related additional written or electronic information, prepared or
obtained by, or on behalf of, the Master Servicer or Special Servicer, as the
case may be, and delivered to the Trustee in respect of each Mortgaged Property
pursuant to Section 3.12(a), (G) all Mortgagor financial statements and
Mortgaged Property operating statements and rent rolls, together with any
related additional written or electronic information, delivered to the Trustee
by the Master Servicer or the Special Servicer pursuant to Section 3.12(b), (H)
any and all notices and reports delivered to the Trustee with respect to any
Mortgaged Property securing a defaulted Mortgage Loan as to which the
environmental testing contemplated by Section 3.09(c) revealed that either of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was not satisfied or that any remedial, corrective or other further action
contemplated in such clauses is required (but only for so long as such Mortgaged
Property or the related Mortgage Loan is part of the Trust Fund), and (I) all
documents constituting the Mortgage Files, including, without limitation, any
and all modifications, waivers and amendments of the terms of a Mortgage Loan
entered into by the Master Servicer or the Special Servicer and delivered to the
Trustee pursuant to Section 3.20 (but, in each case, only for so long as the
related Mortgage Loan is part of the Trust Fund). Copies of any and all of the
foregoing items are to be available from the Trustee upon request; however, the
Trustee shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing such service.

            In connection with providing access to or copies of the items
described in the immediately preceding paragraph of this Section 8.12(b), the
Trustee may require, unless the Depositor directs otherwise, (i) 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 and will keep such information
confidential and (ii) in the case of any prospective purchaser of a Certificate
or, in the case of a Book-Entry Certificate, of a beneficial ownership interest
therein, 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 for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. All Certificateholders, by acceptance of their Certificates, shall
be deemed to have agreed to keep such information confidential, except to the
extent that the Depositor grants written permission to the contrary.
Notwithstanding the preceding sentences of this paragraph, the Trustee shall
have no responsibility for the accuracy, completeness or sufficiency of any
information so made available or furnished by it in the manner described in the
immediately preceding paragraph.

            SECTION 8.13  Filings with the Securities and Exchange Commission.

            The Trustee shall, at the expense of the Depositor, prepare for
filing, execute and properly file with the Commission, any and all reports,
statements and information, including, without limitation, Distribution Date
Statements, Delinquent Loan Status Reports, REO Status Reports, Historical Loan
Modification Reports, Special Servicer Loan Status Reports, Historical Loss
Reports and Operating Statement Analyses, 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; provided that such items shall have been
received by the Trustee (to the extent not generated by the Trustee) in the
format required for electronic filing via the EDGAR system; and provided,
further, that any such items that are required to be delivered by the Master
Servicer or the Special Servicer to the Trustee shall be so delivered in the
format required for electronic filing via the EDGAR system (in addition to any
other required format). The Trustee shall have no responsibility to file any
such items that have not been received in such EDGAR-compatible format nor shall
it have any responsibility to convert any items to such format. The Depositor
shall promptly file, and exercise its reasonable best efforts to obtain a
favorable response to, no-action requests to, or requests for other appropriate
exemptive relief from, the Commission regarding the usual and customary
exemption from certain reporting requirements granted to issuers of securities
similar to the Certificates.

<PAGE>


                                   ARTICLE IX

                                   TERMINATION

            SECTION 9.01  Termination Upon Repurchase or
                          Liquidation of All Mortgage Loans.

            Subject to Section 9.02, the Trust and the respective obligations
and responsibilities under this Agreement of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator (other than the obligations of the Trustee to provide for and make
payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) to the Certificateholders of all amounts held
by or on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (i) the purchase by the
Master Servicer or by any Majority Certificateholder of the Controlling Class
(other than the Depositor or the Mortgage Loan Seller) of all Mortgage Loans and
each REO Property remaining in REMIC I at a price (to be calculated by the
Master Servicer and the Trustee as of the close of business on the third
Business Day preceding the date upon which notice of any such purchase is
furnished to Certificateholders pursuant to the third paragraph of this Section
9.01 and as if the purchase was to occur on such Business Day) equal to (A) the
aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus (B)
the appraised value of each REO Property, if any, included in REMIC I (such
appraisal to be conducted by a Qualified Appraiser selected by the Master
Servicer and approved by the Trustee), minus (C) if such purchase is being made
by the Master Servicer, the aggregate amount of unreimbursed Advances made by
the Master Servicer, together with any Advance Interest 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), and (ii)
the final payment or other liquidation (or any Advance with respect thereto) of
the last Mortgage Loan or REO Property remaining in REMIC I; provided, however,
that in no event shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.

            The Majority Certificateholder of the Controlling Class (other than
the Depositor or the Mortgage Loan Seller) has the right, and if the Majority
Certificateholder of the Controlling Class fails to exercise such right, the
Master Servicer has the right, to purchase all of the Mortgage Loans and each
REO Property remaining in REMIC I as contemplated by clause (i) of the preceding
paragraph by giving written notice to the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that the
Master Servicer and any Majority Certificateholder of the Controlling Class
(other than the Depositor or the Mortgage Loan Seller) each may so elect to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
only if the aggregate Stated Principal Balance of the Mortgage Pool at the time
of such election is less than 1.0% of the Initial Pool Balance. In the event
that the Master Servicer or any Majority Certificateholder of the Controlling
Class (other than the Depositor or the Mortgage Loan Seller) elects to purchase
all of the Mortgage Loans and each REO Property remaining in REMIC I in
accordance with the preceding sentence, the Master Servicer or such Majority
Certificateholder, as applicable, shall deposit in the Distribution Account not
later than the Master Servicer Remittance Date relating to the Distribution Date
on which the final distribution on the Certificates is to occur, an amount in
immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Certificate Account). In addition, the Master Servicer shall transfer all
amounts required to be transferred to the Distribution Account on such Master
Servicer Remittance Date from the Certificate Account pursuant to the first
paragraph of Section 3.04(b). Upon confirmation that such final deposits have
been made, the Trustee shall release or cause to be released to the 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 purchaser, as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in REMIC I.

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and, if not previously notified pursuant to the
preceding paragraph, to the other parties hereto mailed (a) in the event such
notice is given in connection with a purchase by the Master Servicer or any
Majority Certificateholder of the Controlling Class (other than the Depositor or
the Mortgage Loan Seller) of all of the Mortgage Loans and each REO Property
remaining in REMIC I, not earlier than the 15th day and not later than the 25th
day of the month next preceding the month of the final distribution on the
Certificates or (b) otherwise during the month of such final distribution on or
before the 5th day of such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment on the Certificates
will be made, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at
the offices of the Certificate Registrar or such other location therein
designated.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the Available
Distribution Amount for such date that is allocable to payments on the relevant
Class in accordance with Section 4.01(a).

            Any funds not distributed to any Holder or Holders of Certificates
of any Class on the Final Distribution Date because of the failure of such
Holder or Holders to tender their Certificates shall, on such date, be set aside
and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, the Class R-I Certificateholders shall be entitled to all
unclaimed funds and other assets which remain subject thereto.

            SECTION 9.02  Additional Termination Requirements.

            (a) In the event the Master Servicer or a Majority Certificateholder
of the Controlling Class (other than the Depositor or the Mortgage Loan Seller)
purchases all of the Mortgage Loans and each REO Property remaining in REMIC I
as provided in Section 9.01, the Trust (and, accordingly, REMIC I and REMIC II)
shall be terminated in accordance with the following additional requirements,
unless the Master Servicer or such Majority Certificateholder, as applicable,
obtains at its own expense and delivers to the Trustee and the REMIC
Administrator an Opinion of Counsel, addressed to the Trustee and the REMIC
Administrator, to the effect that the failure of the Trust to comply with the
requirements of this Section 9.02 will not result in the imposition of taxes on
"prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of
the Code or cause REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

            (i) the REMIC Administrator shall specify the first day in the
      90-day liquidation period in a statement attached to the final Tax Return
      for each of REMIC I and REMIC II pursuant to Treasury regulation Section
      1.860F-1;

            (ii) during such 90-day liquidation period and at or prior to the
      time of making of the final payment on the Certificates, the Trustee shall
      sell all of the assets of REMIC I to the Master Servicer or the Majority
      Certificateholder of the Controlling Class, as applicable, for cash; and

            (iii) at the time of the making of the final payment on the
      Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Holders of the applicable Class of
      Residual Certificates all cash on hand (other than cash retained to meet
      claims), and each of REMIC I and REMIC II shall terminate at that time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the REMIC Administrator to adopt a plan of complete
liquidation of each of REMIC I and REMIC II in accordance with the terms and
conditions of this Agreement, which authorization shall be binding upon all
successor Certificateholders.

                                    ARTICLE X

                           ADDITIONAL REMIC PROVISIONS


            SECTION 10.01  REMIC Administration.

            (a) The REMIC Administrator shall elect to treat each of REMIC I and
REMIC II as a REMIC under the Code and, if necessary, under Applicable State
Law. Each such election will be made on Form 1066 or other appropriate federal
or state Tax Returns for the taxable year ending on the last day of the calendar
year in which the Certificates are issued.

            (b) The REMIC I Regular Interests are hereby designated as the
"regular interests" (within the meaning of Section 860G(a)(1) of the Code), and
the Class R-I Certificates are hereby designated as the sole class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code), in REMIC I.
The Class X, Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J and Class K Certificates are hereby designated as the
"regular interests" (within the meaning of Section 860G(a)(1) of the Code), and
the Class R-II Certificates are hereby designated as the sole class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code), in REMIC II.
None of the REMIC Administrator, the Master Servicer, the Special Servicer or
the Trustee shall, to the extent it is within the control of such Person, create
or permit the creation of any other "interests" in either REMIC I or REMIC II
(within the meaning of Treasury regulation Section 1.860D-1(b)(1)).

            (c) The Closing Date is hereby designated as the "startup day" of
each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the
Code.

            (d) The REMIC Administrator is hereby designated as agent for the
Tax Matters Person of each of REMIC I and REMIC II and shall: act on behalf of
the Trust in relation to any tax matter or controversy, represent the Trust in
any administrative or judicial proceeding relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of REMIC I or REMIC II, seek private letter rulings from the
IRS in accordance with Section 10.01(g), enter into settlement agreements with
any governmental taxing agency, extend any statute of limitations relating to
any tax item of REMIC I or REMIC II, and otherwise act on behalf of each of
REMIC I and REMIC II in relation to any tax matter or controversy involving such
REMIC. By their acceptance thereof, the Holders of the Residual Certificates
hereby agree to irrevocably appoint the REMIC Administrator as their agent to
perform all of the duties of the Tax Matters Person for REMIC I and REMIC II.
Subject to Section 10.01(h), the legal expenses and costs of any action
described in this subsection (d) and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the REMIC Administrator shall
be entitled to be reimbursed therefor out of any amounts on deposit in the
Distribution Account as provided by Section 3.05(b).

            (e) The REMIC Administrator shall prepare and file, and the Trustee
shall sign, all of the Tax Returns in respect of each of REMIC I and REMIC II.
The expenses of preparing and filing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor.

            (f) The REMIC Administrator shall perform on behalf of each of REMIC
I and REMIC II all reporting and other tax compliance duties that are the
responsibility of each such REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the IRS or any other taxing authority under
Applicable State Law. Included among such duties, the REMIC Administrator shall
provide to: (i) any Transferor of a Residual Certificate, such information as is
necessary for the application of any tax relating to the transfer of a Residual
Certificate to any Person who is not both a Permitted Transferee and a United
States Person; (ii) the Certificateholders, such information or reports as are
required by the Code or the REMIC Provisions, including, without limitation,
reports relating to interest, original issue discount and market discount or
premium (using the Prepayment Assumption as required); and (iii) the IRS, the
name, title, address and telephone number of the Person who will serve as the
representative of each of REMIC I and REMIC II.

            (g) The REMIC Administrator shall perform its duties more
specifically set forth hereunder in a manner consistent with maintaining the
status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions
(and each of the other parties hereto shall assist it, to the extent reasonably
requested by it). The REMIC Administrator shall not knowingly take (or cause
either REMIC I or REMIC II to take) any action or fail to take (or fail to cause
to be taken) any action within the scope of its duties more specifically set
forth hereunder that, under the REMIC Provisions, if taken or not taken, as the
case may be, could result in an Adverse REMIC Event with respect to either such
REMIC, unless the REMIC Administrator has received an Opinion of Counsel or an
IRS private letter ruling to the effect that the contemplated action will not
result in an Adverse REMIC Event. None of the other parties hereto shall take
any action (whether or not authorized hereunder) as to which the REMIC
Administrator has advised it in writing that it has received an Opinion of
Counsel or an IRS private letter ruling to the effect that an Adverse REMIC
Event could occur with respect to such action. In addition, prior to taking any
action with respect to REMIC I or REMIC II, or causing REMIC I or REMIC II to
take any action, that is not expressly permitted under the terms of this
Agreement, each of the other parties hereto will consult with the REMIC
Administrator, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur. None of the parties hereto shall take any such
action or cause REMIC I or REMIC II to take any such action as to which the
REMIC Administrator has advised it in writing that an Adverse REMIC Event could
occur. The REMIC Administrator may consult with counsel or seek an IRS private
letter ruling to make such written advice, and the cost of same shall be borne:
(i) if such action that is not expressly permitted by this Agreement would be of
a material benefit to or otherwise in the best interests of the
Certificateholders as a whole, by the Trust and shall be paid by the Trustee at
the direction of the REMIC Administrator out of amounts on deposit in the
Distribution Account; and (ii) otherwise by the party seeking to take the action
not permitted by this Agreement. Without limiting the respective duties and
obligations of the parties hereto, the parties hereto may act hereunder in
reliance on any IRS private letter ruling so obtained by the REMIC
Administrator.

            (h) In the event that any tax is imposed on REMIC I or REMIC II,
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 or REMIC II after the Startup Day pursuant to Section 860G(d) of the
Code, and any other tax imposed by the Code or any applicable provisions of
state or local tax laws (other than any tax permitted to be incurred by the
Special Servicer pursuant to Section 3.17(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 REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Article X; (ii) the Trustee,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under Article III or this Article X; (iv) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under Article III or this Article X; or (v) the Trust in all other
instances. Any tax permitted to be incurred by the Special Servicer pursuant to
Section 3.17(a) shall be charged to and paid by the Trust. Any such amounts
payable by the Trust in respect of taxes shall be paid by the Trustee at the
direction of the REMIC Administrator out of amounts on deposit in the
Distribution Account.

            (i) The REMIC Administrator and, to the extent that records are
maintained thereby in the normal course of its business, each of the other
parties hereto shall, for federal income tax purposes, maintain books and
records with respect to each of REMIC I and REMIC II on a calendar year and on
an accrual basis.

            (j) Following the Startup Day therefor, the Trustee shall not accept
any contributions of assets to REMIC I or REMIC II unless it shall have received
an Opinion of Counsel (at the expense of the party seeking to cause such
contribution) to the effect that the inclusion of such assets in such REMIC will
not cause: (i) such REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding; or (ii) the imposition of any tax on such REMIC
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

            (k) None of the REMIC Administrator, the Master Servicer, the
Special Servicer or the Trustee shall consent to or, to the extent it is within
the control of such Person, permit: (i) the sale or disposition of any of the
Mortgage Loans (except in connection with (A) a breach of any representation or
warranty of the Mortgage Loan Seller regarding the Mortgage Loans or as
otherwise provided for in Section 2.03, (B) the foreclosure, default or imminent
default of a Mortgage Loan, including but not limited to, the sale or other
disposition of a Mortgaged Property acquired by deed-in-lieu of foreclosure, (C)
the bankruptcy of REMIC I or REMIC II, or (D) the termination of the Trust
pursuant to Article IX of this Agreement); (ii) the sale or disposition of any
investments in the Certificate Account or the REO Account for gain; or (iii) the
acquisition of any assets for the Trust Fund (other than a Mortgaged Property
acquired through foreclosure, deed-in-lieu of foreclosure or otherwise in
respect of a defaulted Mortgage Loan and other than Permitted Investments
acquired in connection with the investment of funds in the Certificate Account
or the REO Account); in any event unless it has received an Opinion of Counsel
(from and at the expense of the party seeking to cause such sale, disposition,
or acquisition) to the effect that such sale, disposition, or acquisition will
not cause: (x) REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificates are outstanding; or (y) the imposition of any tax on REMIC
I or REMIC II under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.

            (l) Except as otherwise permitted by Section 3.17(a), none of the
REMIC Administrator, the Master Servicer, the Special Servicer or the Trustee
shall enter into any arrangement by which REMIC I or REMIC II will receive a fee
or other compensation for services or, to the extent it is within the control of
such Person, permit REMIC I or REMIC II to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code. At all
times as may be required by the Code, the REMIC Administrator shall make
reasonable efforts to ensure that substantially all of the assets of REMIC I and
REMIC II will consist of "qualified mortgages" as defined in Section 860G(a)(3)
of the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.

            SECTION 10.02  Depositor, Master Servicer, Special
                           Servicer and Trustee to Cooperate with
                           REMIC Administrator.

            (a) The Depositor shall provide or cause to be provided to the REMIC
Administrator, within ten (10) days after the Closing Date, all information or
data that the REMIC Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flow of the Certificates.

            (b) The Master Servicer, the Special Servicer and the Trustee shall
each furnish such reports, certifications and information, and access to such
books and records maintained thereby, as may relate to the Certificates or the
Trust Fund and as shall be reasonably requested by the REMIC Administrator in
order to enable it to perform its duties hereunder.

            SECTION 10.03  Fees of the REMIC Administrator.

            In the event the Trustee and the REMIC Administrator are not the
same Person, the Trustee covenants and agrees to pay to the REMIC Administrator
from time to time, and the REMIC Administrator shall be entitled to, reasonable
compensation (as set forth in a written agreement between the Trustee and the
REMIC Administrator) for all services rendered by it in the exercise and
performance of any of the obligations and duties of the REMIC Administrator
hereunder.

            SECTION 10.04  Use of Agents.

            The REMIC Administrator may execute any of its obligations and
duties hereunder either directly or by or through agents or attorneys-in-fact
consented to by the Trustee, which consent shall not be unreasonably withheld;
provided that the REMIC Administrator shall not be relieved of its liabilities,
duties and obligations hereunder by reason of the use of any such agent or
attorney-in-fact.

<PAGE>


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            SECTION 11.01  Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be defective or may be inconsistent
with any other provision herein, (iii) to add any other provisions with respect
to matters or questions arising hereunder which shall not be inconsistent with
the provisions hereof, (iv) to relax or eliminate any requirement hereunder
imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified
such that any such requirement may be relaxed or eliminated; (v) if such
amendment, as evidenced by an Opinion of Counsel delivered to the Trustee and
the REMIC Administrator, is reasonably necessary to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to REMIC I
or REMIC II at least from the effective date of such amendment, or would be
necessary to avoid the occurrence of a prohibited transaction or to reduce the
incidence of any tax that would arise from any actions taken with respect to the
operation of REMIC I or REMIC II; (vi) to modify, add to or eliminate any
provisions of Section 5.02(d)(i), (ii) and (iii) as provided in Section
5.02(d)(iv); or (vii) for any other purpose; provided that such amendment (other
than any amendment for the specific purposes described in clauses (v) and (vi)
above) shall not, as evidenced by an Opinion of Counsel obtained by or delivered
to the Trustee, adversely affect in any material respect the interests of any
Certificateholder without such Certificateholder's written consent; and provided
further that such amendment (other than any amendment for any of the specific
purposes described in clauses (i) through (vi) above) shall not result in a
downgrade, qualification or withdrawal of any rating then assigned to any Class
of Certificates by either Rating Agency (as evidenced by written confirmation to
such effect from each Rating Agency obtained by or delivered to the Trustee).

            (b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the
affected Classes, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on the Mortgage Loans and any REO Properties
which are required to be distributed on any Certificate without the written
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 clause (b)(i) without the written consent of the
Holders of all Certificates of such Class, or (iii) modify the provisions of
this Section 11.01 without the written consent of the Holders of all
Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 11.01, Certificates registered in the name of the Depositor, the
Mortgage Loan Seller, the Master Servicer, the Special Servicer or any of their
respective 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.

            (c) Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the REMIC Administrator shall consent to any amendment
to this Agreement unless it shall first have obtained or been furnished with an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to any party hereto in accordance with such amendment will not
result in the imposition of a tax on REMIC I or REMIC II pursuant to the REMIC
Provisions or cause REMIC I or REMIC II to fail to qualify as a REMIC at any
time that any Certificates are outstanding.

            (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of the amendment to each Certificateholder.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe; provided that such
consents shall be in writing.

            (f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
in furtherance of the rights and interests of Certificateholders, the cost of
any Opinion of Counsel required in connection therewith pursuant to Section
11.01(a) or (c) shall be payable out of the Distribution Account.

            SECTION 11.02  Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel (the
reasonable cost of which may be paid out of the Distribution Account) to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            SECTION 11.03  Limitation on Rights of Certificateholders.

            (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 to
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) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and (except in the case of a default by the Trustee)
the Holders of Certificates entitled to at least 25% of the Voting Rights shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

            SECTION 11.04  Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            SECTION 11.05  Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (1) in the case of the Depositor, Banc of
America Commercial Mortgage Inc., Bank of America Corporate Center, 100 North
Tryon Street, Charlotte, North Carolina 28255 Attention _________________,
telecopy number: (704)________________ (with copies to Dean B. Roberson, Esq.,
Assistant General Counsel, Bank of America Corporation, Bank of America
Corporate Center, 100 North Tryon Street (20th Floor), Charlotte, North Carolina
28255, telecopy number: ___ (704) 386-6453; ___ (2) in the case of the Mortgage
Loan Seller, __________________________________________________________________
_______________________________________________________________________________
____________________________________________, Attention: ____________________,
telecopy number: __________________; (3) in the case of the Master Servicer,
________________________________ Attention: ______________________, telecopy
number (____) _______________________; (4) in the case of the Special Servicer,
________________________________ Attention: ______________________, telecopy
number (____) _______________________; (with a copy to the attention of
_______________________. at such address); (5) in the case of the Trustee,
________________________________ Attention: ______________________, telecopy
number (____) _______________________; (6) in the case of the REMIC
Administrator, ____________________________ Attention: ______________________,
telecopy number (____) _______________________; (7) in the case of the Rating
[Agencies, (A)] _______________________________________________________________,
Attention: _______________________________, telecopy number __________________;
[and (B) ____________________________________________________________________,
Attention: _______________________________, telecopy number: ________________;]
or as to each such Person such other address as may hereafter be furnished by
such Person to the parties hereto in writing. Any communication required or
permitted to be delivered to a Certificateholder shall be deemed to have been
duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register.

            SECTION 11.06  Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            SECTION 11.07  Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. Except
as specifically contemplated by Sections 3.22, 3.24, 6.03 and 8.05, no other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement.

            SECTION 11.08  Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            SECTION 11.09  Notices to the Rating [Agencies].

            (a) The Trustee shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default hereunder that has not
      been cured;

            (iii) the resignation or termination of the Master Servicer, the
      Special Servicer or the REMIC Administrator and the appointment of a
      successor;

            (iv) any change in the location of the Distribution Account;

            (v) the final payment to any Class of Certificateholders; and

            (vi) the repurchase of any Mortgage Loan by the Mortgage Loan Seller
      pursuant to Section 2.03.

            (b) The Master Servicer shall promptly provide notice to [each]
Rating Agency with respect to each of the following of which it has actual
knowledge:

            (i) the resignation or removal of the Trustee and the appointment of
      a successor;

            (ii) any change in the location of the Certificate Account; (i)

            [(iii) any event that would result in the voluntary or involuntary
      termination of any insurance of the accounts of the Trustee;]

            [(iv) any material casualty at or condemnation or eminent domain
      proceeding in respect of a Mortgaged Property; and

            [(v) the vacating by an anchor tenant of a retail Mortgaged
      Property.

            (c) Each of the Master Servicer and the Special Servicer, as the
case may be, shall furnish to each Rating Agency such information with respect
to the Mortgage Loans as the Rating Agency shall reasonably request and which
the Master Servicer or the Special Servicer, as the case may be, can reasonably
provide.

            (d) Each of the Master Servicer and the Special Servicer shall
promptly furnish to [each] Rating Agency copies of the following:

            [(i) each of its annual statements as to compliance described in
      Section 3.13; and

            [(ii) each of its annual independent public accountants' servicing
      reports described in Section 3.14, if any.

In addition, upon request, each of the Master Servicer and the Special Servicer
shall promptly furnish to each Rating Agency copies or summaries (in such format
as will be acceptable to the Rating Agency) of any of the written reports
(including, without limitation, reports regarding property inspections)
prepared, and any of the quarterly and annual operating statements, rent rolls
and financial statements collected, by it pursuant to Section 3.12(b).

            (e) The Trustee shall promptly furnish to each Rating Agency on a
monthly basis copies of the statements to the Holders of the REMIC II Regular
Certificates required by the first paragraph of Section 4.02(a).

            (f) To the extent reasonably possible, all information and reports
delivered or made available to the Rating Agencies by any of the Trustee, the
Master Servicer or the Special Servicer pursuant to this Section 11.09, shall be
so delivered or otherwise made available through an electronic medium.

<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers or representatives thereunto duly
authorized, in each case as of the day and year first above written.

                           BANC OF AMERICA COMMERCIAL MORTGAGE INC.
                                 Depositor

                                 By:
                                    -----------------------------------------
                                 Name:
                                 Title:



                           --------------------------------------------------
                                 Mortgage Loan Seller

                                 By:
                                    -----------------------------------------
                                 Name:
                                 Title:



                           --------------------------------------------------
                                 Master Servicer

                                 By:
                                    -----------------------------------------
                                 Name:
                                 Title:



                           --------------------------------------------------
                                 Special Servicer

                                 By:
                                    -----------------------------------------
                                 Name:
                                 Title:



                           --------------------------------------------------
                                 Trustee

                                 By:
                                    -----------------------------------------
                                 Name:
                                 Title:



                           --------------------------------------------------
                                 REMIC Administrator

                                 By:
                                    -----------------------------------------
                                 Name:
                                 Title:

                                 By:
                                    -----------------------------------------
                                 Name:
                                 Title:



<PAGE>


STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


            On the ______ day of _______________, 200__, before me, a notary
public in and for said State, personally appeared ________________ known to me
to be a ___________ of BANC OF AMERICA COMMERCIAL MORTGAGE INC. [one of] the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          ------------------------------
                                                   Notary Public


[Notarial Seal]

<PAGE>


STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


            On the _____ day of _____________, 200__, before me, a notary public
in and for said State, personally appeared ________________ known to me to be a
_______________ of ___________________________________, [one of] the _________
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such _______, and acknowledged to me that such ______
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          ------------------------------
                                                   Notary Public


[Notarial Seal]

<PAGE>


STATE OF              )
                      )  ss.:
COUNTY OF             )


            On the ______ day of ___________________, 200__, before me, a notary
public in and for said State, personally appeared ______________________ known
to me to be a _______________________ of ___________________________________
[one of] the _______ that executed the within instrument, and also known to me
to be the person who executed it as an officer of the __________ on behalf of
such ________, and acknowledged to me that such entity executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          ------------------------------
                                                   Notary Public


[Notarial Seal]


<PAGE>


STATE OF            )
                    )  ss.:
COUNTY OF           )


            On the ______ day of _____________________, 200___, before me, a
notary public in and for said State, personally appeared ___________________
known to me to be a ______________________ of _________________________________
one of the _______ that executed the within instrument, and also known to me to
be the person who executed it as an officer of the general partner on behalf of
such ______, and acknowledged to me that such ______ executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          ------------------------------
                                                    Notary Public


[Notarial Seal]

<PAGE>


STATE OF            )
                    )  ss.:
COUNTY OF           )


            On the ______ day of _______________, 200__, before me, a notary
public in and for said State, personally appeared ___________________ known to
me to be a _______________________ of ________________________________________,
[one of] the_______ that executed the within instrument, and also known to me to
be the person who executed it on behalf of such ______, and acknowledged to me
that such _________ executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          ------------------------------
                                                    Notary Public


[Notarial Seal]


<PAGE>


STATE OF              )
                      )  ss.:
COUNTY OF             )


            On the _____ day of ____________________, 200__, before me, a notary
public in and for said State, personally appeared __________________ known to me
to be a ______________________________ of ____________________________________,
[one of] the _________ that executed the within instrument, and also known to me
to be the person who executed it on behalf of such ______, and acknowledged to
me that such _______ executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          ------------------------------
                                                   Notary Public


[Notarial Seal]


<PAGE>


STATE OF               )
                       )  ss.:
COUNTY OF              )


            On the _____ day of _______________________, 200__, before me, a
notary public in and for said State, personally appeared ________________ known
to me to be a _______________________________ of ______________________________,
and _______________________ known to me to be a ____________________________ of
__________________________________, one of the _________ that executed the
within instrument, and also known to me to be the persons who executed it on
behalf of such ______, and acknowledged to me that such _______ executed the
within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          ------------------------------
                                                    Notary Public


[Notarial Seal]