<PAGE>


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


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
                                  as Depositor,

                        PRUDENTIAL ASSET RESOURCES, INC.,
                            as a Master Servicer and
                         as Shell Plaza Special Servicer

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                              as a Master Servicer,

                             ARCAP SERVICING, INC.,
                          as General Special Servicer,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
             as Certificate Administrator and as Tax Administrator,

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,

                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent

                                       and

                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                as Shell Plaza Non-Pooled Subordinate Noteholder

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

                         POOLING AND SERVICING AGREEMENT

                            Dated as of June 1, 2004

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

                                  $954,924,323
                 Aggregate Initial Certificate Principal Balance
                        ---------------------------------

                  Commercial Mortgage Pass-Through Certificates
                                Series 2004-PWR4



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



<PAGE>


                                TABLE OF CONTENTS

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

   SECTION                                                                 PAGE
   -------                                                                 ----

                                    ARTICLE I


                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

SECTION 1.01.  Defined Terms...................................................5
SECTION 1.02.  General Interpretive Principles................................64
SECTION 1.03.  Certain Calculations in Respect of the Mortgage Pool...........65
SECTION 1.04.  Cross-Collateralized Mortgage Loans............................67
SECTION 1.05.  Incorporation of Preliminary Statement.........................67

                                   ARTICLE II

      CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
   ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR INTERESTS,
       REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL
             INTEREST, REMIC III RESIDUAL INTEREST AND CERTIFICATES

SECTION 2.01.  Conveyance of Pooled Mortgage Loans............................68
SECTION 2.02.  Acceptance of Mortgage Assets by Trustee.......................71
SECTION 2.03.  Certain Repurchases and Substitutions of Pooled
               Mortgage Loans by the Pooled Mortgage Loan Sellers.............73
SECTION 2.04.  Representations and Warranties of the Depositor................78
SECTION 2.05.  Representations and Warranties of PAR as a Master Servicer.....79
SECTION 2.06.  Representations and Warranties of WFB as a Master Servicer.....80
SECTION 2.07.  Representations and Warranties of the
               General Special Servicer.......................................81
SECTION 2.08.  Representations and Warranties of the Shell Plaza
               Special Servicer...............................................83
SECTION 2.09.  Representations and Warranties of
               the Certificate Administrator..................................84
SECTION 2.10.  Representations and Warranties of
               the Tax Administrator..........................................85
SECTION 2.11.  Representations, Warranties and Covenants
               of the Trustee.................................................86
SECTION 2.12.  Representations and Warranties of the Fiscal Agent.............87
SECTION 2.13.  Creation of REMIC I; Issuance of the REMIC I Regular
               Interests and the REMIC I Residual Interest;
               Certain Matters Involving REMIC I..............................88
SECTION 2.14.  Conveyance of the REMIC I Regular Interests; Acceptance of
               the REMIC I Regular Interests by Trustee.......................91
SECTION 2.15.  Creation of REMIC II; Issuance of the REMIC II Regular
               Interests and the REMIC II Residual Interest;
               Certain Matters Involving REMIC II.............................91
SECTION 2.16.  Conveyance of the REMIC II Regular Interests; Acceptance of
               the REMIC II Regular Interests by Trustee......................92
SECTION 2.17.  Creation of REMIC III; Issuance of the Regular Interest
               Certificates, the REMIC III Components and the REMIC III
               Residual Interest; Certain Matters Involving REMIC III.........92
SECTION 2.18.  Acceptance of Grantor Trusts; Issuance of
               the Class V and Class R Certificates...........................94


                                       -i-
<PAGE>

   SECTION                                                                 PAGE
   -------                                                                 ----

                                   ARTICLE III


                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.  General Provisions.............................................96
SECTION 3.02.  Collection of Mortgage Loan Payments..........................100
SECTION 3.03.  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts; Reserve Accounts..........................102
SECTION 3.04.  Collection Accounts, Distribution Account, Interest
               Reserve Account, Excess Liquidation Proceeds Account,
               Companion Note Custodial Accounts and Shell Plaza
               Subordinate Note Custodial Account............................105
SECTION 3.05.  Permitted Withdrawals From the Collection Accounts,
               the Distribution Account, the Interest Reserve Account,
               the Excess Liquidation Proceeds Account, the Companion
               Note Custodial Account and the Shell Plaza
               Subordinate Note Custodial Account............................111
SECTION 3.06.  Investment of Funds in the Accounts...........................125
SECTION 3.07.  Maintenance of Insurance Policies; Errors and
               Omissions and Fidelity Coverage...............................126
SECTION 3.08.  Enforcement of Alienation Clauses.............................130
SECTION 3.09.  Realization Upon Defaulted Serviced Mortgage Loans............133
SECTION 3.10.  Trustee to Cooperate; Release of Mortgage Files...............136
SECTION 3.11.  Master Servicing and Special Servicing Compensation;
               Interest on and Reimbursement of Servicing Advances;
               Payment of Certain Expenses; Obligations of the Trustee
               and the Fiscal Agent Regarding Back-up Servicing Advances.....138
SECTION 3.12.  Property Inspections; Collection of Financial Statements......145
SECTION 3.13.  Annual Statement as to Compliance.............................146
SECTION 3.14.  Reports by Independent Public Accountants.....................146
SECTION 3.15.  Access to Information.........................................147
SECTION 3.16.  Title to Administered REO Property; REO Account...............148
SECTION 3.17.  Management of Administered REO Property.......................150
SECTION 3.18.  Fair Value Option; Sale of Administered REO Properties;
               Sale of the Non-Trust-Serviced Pooled Mortgage Loans..........152
SECTION 3.19.  Additional Obligations of Master Servicers and
               Special Servicers.............................................157
SECTION 3.20.  Modifications, Waivers, Amendments and Consents...............160
SECTION 3.21.  Transfer of Servicing Between Applicable Master Servicer
               and Applicable Special Servicer; Record Keeping...............165
SECTION 3.22.  Sub-Servicing Agreements......................................167
SECTION 3.23.  Controlling Class Representative..............................169
SECTION 3.24.  Certain Rights and Powers of the Controlling Class
               Representative................................................171
SECTION 3.25.  Certain Rights and Powers of the Shell Plaza
               Non-Pooled Subordinate Noteholder and
               the Shell Plaza Controlling Party.............................175
SECTION 3.26.  Certain Matters Regarding the Lincoln Square
               Non-Pooled Pari Passu Noteholder..............................178
SECTION 3.27.  Replacement of Special Servicers..............................178
SECTION 3.28.  Application of Default Charges................................180

                                   ARTICLE IV


                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.  Distributions.................................................181
SECTION 4.02.  Certificate Administrator Reports; Servicer Reporting.........190
SECTION 4.03.  P&I Advances..................................................199
SECTION 4.04.  Allocation of Realized Losses and
               Additional Trust Fund Expenses................................202


                                      -ii-
<PAGE>

   SECTION                                                                 PAGE
   -------                                                                 ----

SECTION 4.05.  Calculations..................................................204

                                    ARTICLE V


                                THE CERTIFICATES

SECTION 5.01.  The Certificates..............................................205
SECTION 5.02.  Registration of Transfer and Exchange of Certificates.........205
SECTION 5.03.  Book-Entry Certificates.......................................212
SECTION 5.04.  Mutilated, Destroyed, Lost or Stolen Certificates.............213
SECTION 5.05.  Persons Deemed Owners.........................................213
SECTION 5.06.  Certification by Certificate Owners...........................213
SECTION 5.07.  Appointment of Authenticating Agents..........................214

                                   ARTICLE VI


          THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICERS

SECTION 6.01.  Liability of the Depositor, the Master Servicers and
               the Special Servicers.........................................215
SECTION 6.02.  Merger, Consolidation or Conversion of the Depositor,
               a Master Servicer or a Special Servicer.......................215
SECTION 6.03.  Limitation on Liability of the Depositor, the Master
               Servicers and the Special Servicers...........................215
SECTION 6.04.  Resignation of  Master Servicers and Special Servicers........217
SECTION 6.05.  Rights of the Depositor and the Trustee in Respect of
               the Master Servicers and the Special Servicers................218
SECTION 6.06.  Master Servicers and Special Servicers May Own Certificates...218

                                   ARTICLE VII


                                     DEFAULT

SECTION 7.01.  Events of Default.............................................219
SECTION 7.02.  Trustee to Act; Appointment of Successor......................223
SECTION 7.03.  Notification to Certificateholders............................224
SECTION 7.04.  Waiver of Events of Default...................................224
SECTION 7.05.  Additional Remedies of Trustee Upon Event of Default..........224


                                      -iii-
<PAGE>


   SECTION                                                                 PAGE
   -------                                                                 ----

                                  ARTICLE VIII


            THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR
                            AND THE TAX ADMINISTRATOR

SECTION 8.01.  Duties of the Trustee, the Custodian, the Certificate
               Administrator and the Tax Administrator.......................225
SECTION 8.02.  Certain Matters Affecting the Trustee, the Certificate
               Administrator and the Tax Administrator.......................226
SECTION 8.03.  Trustee, the Fiscal Agent, the Certificate Administrator
               and the Tax Administrator not Liable for Validity or
               Sufficiency of Certificates or Mortgage Loans.................228
SECTION 8.04.  Trustee, Fiscal Agent, Certificate Administrator and
               Tax Administrator May Own Certificates........................228
SECTION 8.05.  Fees and Expenses of the Trustee, the Certificate
               Administrator and the Tax Administrator; Indemnification
               of and by the Trustee, the Certificate Administrator,
               the Tax Administrator and Fiscal Agent........................229
SECTION 8.06.  Eligibility Requirements for Trustee, Certificate
               Administrator and Tax Administrator...........................230
SECTION 8.07.  Resignation and Removal of Trustee, Certificate Administrator
               and Tax Administrator.........................................231
SECTION 8.08.  Successor Trustee, Certificate Administrator and
               Tax Administrator.............................................232
SECTION 8.09.  Merger or Consolidation of Trustee, Certificate Administrator
               or Tax Administrator..........................................233
SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee.................233
SECTION 8.11.  Appointment of Custodians.....................................234
SECTION 8.12.  Access to Certain Information.................................234
SECTION 8.13.  Appointment of Fiscal Agent...................................236
SECTION 8.14.  Advance Security Arrangement..................................237
SECTION 8.15.  Exchange Act Reporting........................................237

                                   ARTICLE IX


                                   TERMINATION

SECTION 9.01.  Termination Upon Repurchase or Liquidation of All
               Pooled Mortgage Loans.........................................240
SECTION 9.02.  Additional Termination Requirements...........................242


                                      -iv-
<PAGE>


   SECTION                                                                 PAGE
   -------                                                                 ----

                                    ARTICLE X


                            ADDITIONAL TAX PROVISIONS

SECTION 10.01. Tax Administration............................................244
SECTION 10.02. Depositor, Master Servicers, Special Servicers and
               Fiscal Agent to Cooperate with Tax Administrator..............247

                                   ARTICLE XI


                            MISCELLANEOUS PROVISIONS

SECTION 11.01. Amendment.....................................................248
SECTION 11.02. Recordation of Agreement; Counterparts........................249
SECTION 11.03. Limitation on Rights of Certificateholders....................249
SECTION 11.04. Governing Law.................................................250
SECTION 11.05. Notices.......................................................250
SECTION 11.06. Severability of Provisions....................................251
SECTION 11.07. Successors and Assigns; Beneficiaries.........................251
SECTION 11.08. Article and Section Headings..................................251
SECTION 11.09. Notices to and from the Rating Agencies and the Depositor.....252
SECTION 11.10. Notices to Controlling Class Representative...................253
SECTION 11.11. Complete Agreement............................................253


                                       -v-
<PAGE>


                                    EXHIBITS

EXHIBIT A-1     Form of Certificate (other than Class R and Class V
                    Certificates)
EXHIBIT A-2     Form of Class R Certificate
EXHIBIT A-3     Form of Class V Certificate
EXHIBIT B       Letters of Representations Among Depositor, Trustee and Initial
                    Depositary
EXHIBIT C-1     Form of Master Servicer Request for Release
EXHIBIT C-2     Form of Special Servicer Request for Release
EXHIBIT D       Form of Certificate Administrator Report
EXHIBIT E-1     Form of ARCap Interest on Advance Reconciliation Report
EXHIBIT E-2     Form of ARCap Mortgage Loans Delinquent Report
EXHIBIT E-3     Form of ARCap P&I Advances as of Remittance Date Report
EXHIBIT E-4     Form of ARCap Realized Loss Form
EXHIBIT E-5     ARCap Naming Convention for Electronic File Delivery
EXHIBIT E-6     Controlling Class Certificateholder's Reports Checklist
EXHIBIT E-7     Form of Monthly Additional Report on Recoveries and
                    Reimbursements
EXHIBIT E-8     Form of Realized Loss Report
EXHIBIT F-1     Form of Transferor Certificate for Transfers of Non-Registered
                    Certificates Held in Physical Form
EXHIBIT F-2A    Form I of Transferee Certificate for Transfers of
                    Non-Registered Certificates Held in Physical Form
EXHIBIT F-2B    Form II of Transferee Certificate for Transfers of
                    Non-Registered Certificates Held in Physical Form
EXHIBIT F-2C    Form of Transferee Certificate for Certain Transfers of
                    Interests in Rule 144A Global Certificates
EXHIBIT F-2D    Form of Transferee Certificate for Certain Transfers of
                    Interests in Regulation S Global Certificates
EXHIBIT F-3A    Form of Transferor Certificate for Transfer of the Excess
                    Servicing Fee Rights
EXHIBIT F-3B    Form of Transferee Certificate for Transfer of the Excess
                    Servicing Fee Rights
EXHIBIT G-1     Form of Transferee Certificate in Connection with ERISA
                    (Non-Registered Certificates and Non-Investment Grade
                    Certificates Held in Physical Form)
EXHIBIT G-2     Form of Transferee Certificate in Connection with ERISA
                    (Non-Registered Certificates Held in Book-Entry Form)
EXHIBIT H-1     Form of Transfer Affidavit and Agreement for Transfers of Class
                    R Certificates
EXHIBIT H-2     Form of Transferor Certificate for Transfers of Class R
                    Certificates
EXHIBIT I-1     Form of Notice and Acknowledgment Concerning Replacement of the
                    Special Servicer
EXHIBIT I-2     Form of Acknowledgment of a Proposed Special Servicer
EXHIBIT J       Form of UCC-1 Financing Statement
EXHIBIT K-1     Information Request from Certificateholder or Certificate Owner
EXHIBIT K-2     Information Request from Prospective Investor
EXHIBIT L       Form of Power of Attorney by Trustee
EXHIBIT M       [Reserved]
EXHIBIT N       Form of Final Certification of Trustee
EXHIBIT O       Form of Defeasance Certification


                                      -vi-
<PAGE>



                                    SCHEDULES

SCHEDULE I-A    Schedule of PMCF Pooled Mortgage Loans

SCHEDULE I-B    Schedule of BSCMI Pooled Mortgage Loans
SCHEDULE I-C    Schedule of WFB Pooled Mortgage Loans
SCHEDULE II     Schedule of Exceptions to Mortgage File Delivery
                    (under Section 2.02(a))
SCHEDULE III    Schedule of Designated Sub-Servicers
SCHEDULE IV     Reference Rates
SCHEDULE V      Borrower Third-Party Beneficiaries (under Section 2.03)


                                      -vii-
<PAGE>


          This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of June 1, 2004, among BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES
INC., as Depositor, PRUDENTIAL ASSET RESOURCES, INC., as a Master Servicer and
as Shell Plaza Special Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
Master Servicer, ARCAP SERVICING, INC., as General Special Servicer, WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Certificate Administrator and as Tax
Administrator, LASALLE BANK NATIONAL ASSOCIATION, as Trustee, ABN AMRO BANK
N.V., as Fiscal Agent, and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Shell
Plaza Non-Pooled Subordinate Noteholder.

                             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.

          REMIC I

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain
amounts payable thereon) and certain other assets as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as "REMIC
I". The Class R Certificates will represent ownership of (among other things)
the sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions under federal income tax law. The Latest Possible Maturity Date for
each REMIC I Regular Interest is the Rated Final Distribution Date. None of the
REMIC I Regular Interests will be certificated.

          REMIC II

          As provided herein, the Trustee 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 Certificates will represent ownership of
(among other things) the sole class of "residual interests" in REMIC II for
purposes of the REMIC Provisions under federal income tax law. The following
table sets forth the designation, the REMIC II Remittance Rate and the initial
Uncertificated Principal Balance for each of the REMIC II Regular Interests. The
Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated
Final Distribution Date. None of the REMIC II Regular Interests will be
certificated.


                                   REMIC II              Initial Uncertificated
          Designation          Remittance Rate             Principal Balance
          -----------          ---------------             -----------------
              A-1                Variable (1)          $        107,000,000
              A-2                Variable (1)          $        106,000,000
              A-3                Variable (1)          $        630,914,000
               B                 Variable (1)          $         19,098,000
               C                 Variable (1)          $          8,356,000
               D                 Variable (1)          $         14,324,000
               E                 Variable (1)          $          9,549,000
               F                 Variable (1)          $          9,549,000
               G                 Variable (1)          $          8,356,000
               H                 Variable (1)          $         10,743,000
               J                 Variable (1)          $          3,581,000
               K                 Variable (1)          $          4,774,000
               L                 Variable (1)          $          4,775,000
               M                 Variable (1)          $          2,387,000
               N                 Variable (1)          $          2,388,000
               P                 Variable (1)          $          2,387,000
               Q                 Variable (1)          $         10,743,323

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

<PAGE>

(1)  The REMIC II Remittance Rate for each REMIC II Regular Interest shall be a
     variable rate per annum calculated in accordance with the definition of
     "REMIC II Remittance Rate".

          REMIC III

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III". The Class R Certificates will evidence ownership of
(among other things) the sole class of "residual interests" in REMIC III for
purposes of the REMIC Provisions under federal income tax law.

          Class Designations of the Regular Interest Certificates

          The following table irrevocably sets forth the Class designation,
Pass-Through Rate and initial Class Principal Balance for each Class of the
Regular Interest Certificates.

            Class                                             Initial Class
         Designation           Pass-Through Rate            Principal Balance
         -----------           -----------------            -----------------
          Class A-1             4.361% per annum          $        107,000,000
          Class A-2               Variable (1)            $        106,000,000
          Class A-3               Variable (1)            $        630,914,000
           Class B                Variable (2)            $         19,098,000
           Class C                Variable (2)            $          8,356,000
           Class D                Variable (2)            $         14,324,000
           Class E                Variable (2)            $          9,549,000
           Class F                Variable (2)            $          9,549,000
           Class G                Variable (2)            $          8,356,000
           Class H                Variable (2)            $         10,743,000
           Class J                Variable (1)            $          3,581,000
           Class K                Variable (1)            $          4,774,000
           Class L                Variable (1)            $          4,775,000
           Class M                Variable (1)            $          2,387,000
           Class N                Variable (1)            $          2,388,000
           Class P                Variable (1)            $          2,387,000
           Class Q                Variable (1)            $         10,743,323
           Class X                Variable (2)                      (3)
----------------------

(1)  The respective Pass-Through Rates for the Class A-2, Class A-3, Class J,
     Class K, Class L, Class M, Class N, Class P and Class Q Certificates will,
     in the case of each of those Classes, be a rate per annum equal to the
     lesser of a fixed rate per annum (equal to 5.286%, 5.468%, 5.650%, 5.650%,
     5.650%, 5.650%, 5.650%, 5.650% and 5.650%, respectively) and a variable
     rate, all as calculated in accordance with the definition of "Pass-Through
     Rate".

(2)  The respective Pass-Through Rates for the Class B, Class C, Class D, Class
     E, Class F, Class G, Class H and Class X Certificates will, in the case of
     each of those Classes, be a variable rate per annum calculated in
     accordance with the definition of "Pass-Through Rate".

(3)  The Class X Certificates will not have a Class Principal Balance and will
     not entitle their Holders to receive distributions of principal. The Class
     X Certificates will have a Class Notional Amount which will be equal to the
     aggregate of the Component Notional Amounts of such Class' REMIC III
     Components from time to time. As more specifically provided herein,
     interest in respect of such Class of Certificates will consist of the
     aggregate amount of interest accrued on the respective Component Notional
     Amounts of such Class' REMIC III Components from time to time.


                                      -2-
<PAGE>

          Designations of the REMIC III Components

          The REMIC III Components of the Class X Certificates are hereby
irrevocably assigned the alphanumeric designation set forth in the following
table under the caption "REMIC III Component of Class X Certificates".

          Corresponding REMIC II Regular Interests

          The following table irrevocably sets forth, with respect to each REMIC
II Regular Interest, the Class of Certificates, REMIC III Component of the Class
X Certificates for which such REMIC II Regular Interest constitutes a
Corresponding REMIC II Regular Interest:

                                                        REMIC III
          REMIC II               Class of          Component of Class X
      Regular Interest         Certificates            Certificates
      ----------------         ------------            ------------
             A-1                   A-1                    X-A-1
             A-2                   A-2                    X-A-2
             A-3                   A-3                    X-A-3
              B                     B                      X-B
              C                     C                      X-C
              D                     D                      X-D
              E                     E                      X-E
              F                     F                      X-F
              G                     G                      X-G
              H                     H                      X-H
              J                     J                      X-J
              K                     K                      X-K
              L                     L                      X-L
              M                     M                      X-M
              N                     N                      X-N
              P                     P                      X-P
              Q                     Q                      X-Q

          For federal income tax purposes, each Class of the Regular Interest
Certificates will be designated as a separate "regular interest" in REMIC III.
The Latest Possible Maturity Date for each Class of Regular Interest
Certificates is the Rated Final Distribution Date.

          The Initial Pool Balance will be $954,924,323, and the initial
aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, the
initial aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests and the initial aggregate Class Principal Balance of the respective
Classes of Regular Interest Certificates (other than the Class X Certificates)
will, in each case, be $954,924,323.

          As described below, there exist one or more Pooled Mortgage Loans that
are part of split loan structures comprising such Pooled Mortgage Loan and one
or more other loans that, together with the respective Pooled Mortgage Loan, are
secured by the same Mortgage encumbering the related Mortgaged Properties, which
other loans are, in each case, pari passu in right of payment to the related
Pooled Mortgage Loan or subordinate in right of payment to the related Pooled
Mortgage Loan.

          The Shell Plaza Pooled Mortgage Loan is part of a split loan structure
comprising the Shell Plaza Pooled Mortgage Loan and the Shell Plaza Non-Pooled
Subordinate Loan. The relative rights of the holder of the Shell Plaza Pooled
Mortgage Loan and the holder of the Shell Plaza Non-Pooled Subordinate Loan are
set forth in the Shell Plaza Intercreditor Agreement, which provides that the
Shell Plaza Loan Group is to be serviced and administered in accordance


                                      -3-
<PAGE>

with this Agreement, by the Trustee, the Fiscal Agent, the Certificate
Administrator, the applicable Master Servicer and the Shell Plaza Special
Servicer.

          The GIC Office Portfolio Pooled Mortgage Loan is part of a split loan
structure comprising the GIC Office Portfolio Pooled Mortgage Loan, the GIC
Office Portfolio Non-Pooled Pari Passu Companion Loans and the GIC Office
Portfolio Non-Trust-Serviced Non-Pooled Subordinate Loan. The relative rights of
the holder of the GIC Office Portfolio Pooled Mortgage Loan, the holders of the
GIC Office Portfolio Non-Pooled Pari Passu Companion Loans and the holder of the
GIC Office Portfolio Non-Pooled Subordinate Loan are set forth in the Series
2004-C1 PSA and/or the GIC Office Portfolio Intercreditor Agreement, which
provide that the entire GIC Office Portfolio Loan Group is to be serviced and
administered in accordance with the Series 2004-C1 PSA .

          The Lincoln Square Pooled Mortgage Loan is part of a split loan
structure comprising the Lincoln Square Pooled Mortgage Loan and the Lincoln
Square Non-Pooled Pari Passu Companion Loans. The relative rights of the holder
of the Lincoln Square Pooled Mortgage Loan and each holder of a Lincoln Square
Non-Pooled Pari Passu Companion Loan are governed by the Lincoln Square
Intercreditor Agreement, which provides that the entire Lincoln Square Loan
Group is to be serviced and administered in accordance with this Agreement, by
the Trustee, the Fiscal Agent, the Certificate Administrator, the applicable
Master Servicer and the applicable Special Servicer.

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

          In consideration of the mutual agreements herein contained, the
Depositor, each Master Servicer, each Special Servicer, the Certificate
Administrator, the Tax Administrator, the Trustee, the Fiscal Agent and the
Shell Plaza Non-Pooled Subordinate Noteholder hereby agree, in each case, as
follows:



                                      -4-
<PAGE>

                                    ARTICLE I

  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN RESPECT
                              OF THE MORTGAGE POOL


     SECTION 1.01. Defined Terms.

          Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Section 1.01, subject to modification in accordance with Section 1.04.

          "30/360 Basis": The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

          "30/360 Mortgage Loan": A Mortgage Loan that accrues interest on a
30/360 Basis.

          "ABN AMRO": ABN AMRO Bank N.V. or its successor in interest.

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

          "Accrued Component Interest": The interest accrued from time to time
with respect to any REMIC III Component of the Class X Certificates, the amount
of which interest shall equal, for any Interest Accrual Period, one-twelfth of
the product of (i) the Pass-Through Rate applicable to such REMIC III Component
for such Interest Accrual Period, multiplied by (ii) the Component Notional
Amount of such REMIC III Component outstanding immediately prior to the related
Distribution Date.

          "Actual/360 Basis": The accrual of interest calculated on the basis of
the actual number of days elapsed during any calendar month (or other applicable
recurring accrual period) in a year assumed to consist of 360 days.

          "Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest on
an Actual/360 Basis.

          "Additional Collateral": Any non-real property collateral (including
any Letter of Credit and Reserve Funds) pledged and/or delivered by or on behalf
of the related Borrower and held by the related Mortgagee to secure payment on
any Mortgage Loan.

          "Additional Master Servicing Compensation": As defined in Section
3.11(b).

          "Additional Special Servicing Compensation": As defined in Section
3.11(d).

          "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 Regular
Certificateholders receiving less than the full amount of principal and/or
Distributable Certificate Interest to which they are entitled on any
Distribution Date.

          "Additional Yield Amount": As defined in Section 4.01(b).

                                      -5-
<PAGE>

          "Adjusted REMIC II Remittance Rate": As defined in Section 2.17(f).

          "Administered REO Property": Any REO Property other than any REO
Property related to the Non-Trust-Serviced Pooled Mortgage Loan.

          "Administrative Fee Rate": With respect to each Pooled Mortgage Loan
(or any successor REO Pooled Mortgage Loan with respect thereto), a rate per
annum equal to the sum of (i) the Servicer Report Administrator Fee Rate; (ii)
the Trustee Fee Rate, (iii) the related Master Servicing Fee Rate and (iv) if
(and only if) such Pooled Mortgage Loan constitutes the Non-Trust-Serviced
Pooled Mortgage Loan, the product of (x) a rate per annum equal to the rate per
annum at which comparable administrative fees payable under the applicable
Non-Trust Servicing Agreement accrue (which rate is 0.015% per annum on a 30/360
Basis) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the applicable mortgage loan
interest accrual period.

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

          "Advance Interest": The interest accrued on any Advance (other than
any Unliquidated Advance) at the Reimbursement Rate, which is payable to the
party hereto that made that Advance, all in accordance with Section 3.11(g) or
Section 4.03(d), as applicable.

          "Adverse Grantor Trust Event": Either: (i) any impairment of the
status of any Grantor Trust Pool as a Grantor Trust; or (ii) the imposition of a
tax upon any Grantor Trust Pool or any of its assets or transactions.

          "Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that has assigned a rating thereto, as of
any date of determination, the qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated Certificates by such Rating Agency
(or the placing of such Class of Rated Certificates on "negative credit watch"
status in contemplation of any such action with respect thereto).

          "Adverse REMIC Event": Either: (i) any impairment of the status of any
REMIC Pool as a REMIC; or (ii) except as permitted by Section 3.17(a), the
imposition of a tax upon any REMIC Pool or any of its assets or transactions
(including the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code, the tax on contributions under Section 860G(d) of the Code and the
tax on income from foreclosure property under Section 860G(c) of the Code).

          "Affected Loan(s)": As defined in Section 2.03(b).

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

          "Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated following the Closing Date.

          "Annual Accountants' Report": As defined in Section 3.14.

          "Annual Performance Certification": As defined in Section 3.13.

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


                                      -6-
<PAGE>

          "Applicable State Law": For purposes of Article X, the Applicable
State Law shall be (1) the laws of the State of New York; (2) to the extent
brought to the attention of the Tax 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), (a) the laws of the states
in which the Corporate Trust Offices of the Certificate Administrator and the
Trustee and the Primary Servicing Offices of the Master Servicers and the
Special Servicers are located and (b) the laws of the states in which any
Mortgage Loan Documents are held and/or any REO Properties are located; and (3)
such other state or local law as to which the Tax 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 a
Pooled Mortgage Loan or an REO Pooled Mortgage Loan with a Stated Principal
Balance as of the date of such appraisal of $2,000,000 or less, at the
applicable Special Servicer's option, either a limited appraisal and a summary
report or an internal valuation prepared by such Special Servicer) that (i)
indicates the "market value" of the subject property (within the meaning of 12
CFR ss. 225.62(g)) and (ii) is conducted by a Qualified Appraiser (except that,
in the case of a Pooled Mortgage Loan or an REO Pooled Mortgage Loan with a
Stated Principal Balance as of the date of such appraisal of $2,000,000 or less,
the appraiser may be an employee of the applicable Special Servicer, which
employee need not be a Qualified Appraiser but shall have experience in
commercial and/or multifamily properties, as the case may be, and possess
sufficient knowledge to value such a property).

          "Appraisal Reduction Amount": With respect to any Serviced Pooled
Mortgage Loan that is a Required Appraisal Loan, an amount (calculated initially
as of the Determination Date immediately following the later of the date on
which the subject Pooled Mortgage Loan became a Required Appraisal Loan and the
date on which the applicable Required Appraisal was obtained) equal to the
excess, if any, of:

             (a) the sum of, without duplication, (i) the Stated Principal
       Balance of such Required Appraisal Loan, (ii) to the extent not
       previously advanced by or on behalf of the applicable Master Servicer,
       the Trustee or the Fiscal Agent, all unpaid interest on such Required
       Appraisal Loan through the most recent Due Date prior to the date of
       calculation (exclusive of any portion thereof that represents Post-ARD
       Additional Interest and/or Default Interest), (iii) all accrued and
       unpaid Special Servicing Fees in respect of such Required Appraisal Loan,
       (iv) all related unreimbursed Advances (together with Unliquidated
       Advances) made by or on behalf of (plus all accrued and unpaid interest
       on such Advances (other than Unliquidated Advances)) payable to) the
       applicable Master Servicer, the applicable Special Servicer, the Trustee
       and/or the Fiscal Agent with respect to such Required Appraisal Loan, (v)
       any other outstanding Additional Trust Fund Expenses with respect to such
       Required Appraisal Loan, and (vi) all currently due and unpaid real
       estate taxes and assessments, insurance premiums and, if applicable,
       ground rents, and any unfunded improvement or other applicable reserves,
       in respect of the related Mortgaged Property or REO Property, as the case
       may be (in each case, net of any amounts escrowed with the applicable
       Master Servicer or Special Servicer for such items); over

             (b) an amount equal to the sum of: (a) the excess, if any, of (i)
       90% of the Appraised Value of the related Mortgaged Property (or REO
       Property) as determined by the most recent Required Appraisal or any
       letter update of such Required Appraisal, over (ii) the amount of any
       obligations secured by liens on such Mortgaged Property (or REO Property)
       that are prior to the lien of the related Required Appraisal Loan; plus
       (b) the amount of any Escrow Payments and/or Reserve Funds held by the
       applicable Master Servicer or the applicable Special Servicer with
       respect to such Required Appraisal Loan, the related Mortgaged Property
       or any related REO Property that (i) are not being held in respect of any
       real estate taxes and assessments, insurance premiums or, if applicable,
       ground rents, (ii) are not otherwise scheduled to be applied or utilized
       (except to pay debt service on such Required Appraisal Loan) within the
       twelve-month period following the date of determination and (iii) may be
       applied towards the reduction of the principal balance of such Required
       Appraisal Loan; plus (c) the amount of any Letter of Credit constituting
       additional security for such Required Appraisal Loan and that may be
       applied towards the reduction of the principal balance of such Required
       Appraisal Loan.

                                      -7-
<PAGE>

          Notwithstanding the foregoing, if (i) any Mortgage Loan becomes a
Required Appraisal Loan, (ii) either (A) no Required Appraisal or update thereof
has been obtained or conducted, as applicable, in accordance with Section
3.19(a), with respect to the related Mortgaged Property or REO Property, as the
case may be, during the 12-month period prior to the date such Mortgage Loan
became a Required Appraisal Loan or (B) there shall have occurred since the date
of the most recent Required Appraisal or update thereof a material change in the
circumstances surrounding the related Mortgaged Property or REO Property, as the
case may be, that would, in the applicable Special Servicer's reasonable
judgment, materially affect the value of the related Mortgaged Property or REO
Property, as the case may be, and (iii) no new Required Appraisal is obtained or
conducted, as applicable, in accordance with Section 3.19(a), within 60 days
after such Mortgage Loan became a Required Appraisal Loan, then (x) until such
new Required Appraisal is obtained or conducted, as applicable, in accordance
with Section 3.19(a), the Appraisal Reduction Amount shall equal 25% of the
Stated Principal Balance of such Required Appraisal Loan, and (y) upon receipt
or performance, as applicable, in accordance with Section 3.19(a), of such
Required Appraisal or update thereof by the applicable Special Servicer, the
Appraisal Reduction Amount for such Required Appraisal Loan shall be
recalculated in accordance with the preceding sentence of this definition.

          In connection with the foregoing, each Cross-Collateralized Mortgage
Loan that is part of a single Cross-Collateralized Group shall be treated
separately (in each case as a single Mortgage Loan without regard to the
cross-collateralization and cross-default provisions) for purposes of
calculating an Appraisal Reduction Amount. For purposes of the proviso to
Section 4.03(b) and the Lincoln Square Pooled Mortgage Loan, any Appraisal
Reduction Amounts will be calculated with respect to the entire indebtedness
evidenced by the Lincoln Square Pooled Mortgage Loan and the Lincoln Square
Non-Pooled Pari Passu Companion Loans as if they were a single "Pooled Mortgage
Loan" and allocated to such Mortgage Loans up to the aggregate of, and on a pro
rata basis in accordance with, the respective outstanding principal balances of
such Mortgage Loans.

          For purposes of the definition of "Shell Plaza Change of Control
Event", any Appraisal Reduction Amounts will be calculated with respect to the
entirety of the Shell Plaza Loan Group as if it were a single "Serviced Pooled
Mortgage Loan" and allocated first to the Shell Plaza Non-Pooled Subordinate
Loan up to the full principal balance thereof.

          An Appraisal Reduction Amount with respect to any Pooled Mortgage Loan
will be reduced to zero as of the date on which all Servicing Transfer Events
have ceased to exist with respect to such Mortgage Loan and at least 90 days
have passed following the occurrence of the most recent Appraisal Trigger Event.
No Appraisal Reduction Amount will exist as to any Pooled Mortgage Loan after it
has been paid in full or it (or the REO Property) has been liquidated or
otherwise disposed of.

          Notwithstanding the foregoing, with respect to the Non-Trust-Serviced
Pooled Mortgage Loan, the Appraisal Reduction Amount shall be the "appraisal
reduction amount" calculated by the related Non-Trust Master Servicer pursuant
to the related Non-Trust Servicing Agreement and the parties hereto shall be
entitled to rely on such calculations as reported to them by the applicable
Non-Trust Master Servicer.

          "Appraisal Trigger Event": As defined in Section 3.19(a).

          "Appraised Value": With respect to each Mortgaged Property or REO
Property, the appraised value thereof based upon the most recent Appraisal
obtained or conducted, as appropriate, pursuant to this Agreement.

          "ARCap Interest on Advance Reconciliation Report": The report in the
form of and containing the information provided for on Exhibit E-1 hereto. The
ARCap Interest on Advance Reconciliation Report shall be in Excel format or such
other format as is reasonably acceptable to the Master Servicers, the
Certificate Administrator and the Controlling Class Representative.

          "ARCap Mortgage Loans Delinquent Report": The report in the form of
and containing the information provided for on Exhibit E-2 hereto. The ARCap
Mortgage Loans Delinquent Report shall be in Excel format or such


                                      -8-
<PAGE>

other format as is reasonably acceptable to the Master Servicers, the
Certificate Administrator and the Controlling Class Representative.

          "ARCap Naming Convention for Electronic File Delivery": The naming
convention for electronic file delivery set forth on Exhibit E-5 hereto.

          "ARCap P&I Advances as of Remittance Date Report": The report in the
form of and containing the information provided for on Exhibit E-3 hereto. The
ARCap P&I Advances as of Remittance Date Report shall be in Excel format or such
other format as is reasonably acceptable to the Master Servicers, the
Certificate Administrator and the Controlling Class Representative.

          "ARCap Realized Loss Report": The report in the form of and containing
the information provided for on Exhibit E-4 hereto. The ARCap Realized Loss
Report shall be in Excel format or such other format as is reasonably acceptable
to the Master Servicers, the Certificate Administrator and the Controlling Class
Representative.

          "ARCap SI": ARCap Servicing, Inc. or its successor in interest.

          "ARD Mortgage Loan": A Mortgage Loan that provides for the accrual of
Post-ARD Additional Interest thereon if such Mortgage Loan is not paid in full
on or prior to its Anticipated Repayment Date.

          "Asset Status Report": As defined in Section 3.24(a).

          "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the related Borrower in connection with the origination of the
related Mortgage Loan(s), as such assignment may be amended, modified, renewed
or extended through the date hereof and from time to time hereafter.

          "Assumed Monthly Payment": With respect to (a) any Pooled Mortgage
Loan that is a Balloon Mortgage Loan delinquent in respect of its Balloon
Payment beyond the Determination Date immediately following its scheduled
maturity date (as such date may be extended in connection with a bankruptcy,
insolvency or similar proceeding involving the related Borrower or by reason of
a modification, waiver or amendment granted or agreed to by the applicable
Master Servicer or the applicable Special Servicer), for that scheduled maturity
date and for each subsequent Due Date as of which such Pooled Mortgage Loan
remains outstanding and part of the Trust Fund, the scheduled monthly payment of
principal and/or interest deemed to be due with respect to such Pooled Mortgage
Loan on such Due Date equal to the amount (exclusive of Default Interest) that
would have been due in respect thereof on such Due Date if such Pooled Mortgage
Loan had been required to continue to accrue interest in accordance with its
terms, and to pay principal in accordance with the amortization schedule (if
any), in effect immediately prior to, and without regard to the occurrence of,
such maturity date; and (b) any REO Pooled Mortgage Loan, for any Due Date as of
which the related REO Property (or, in the case of any REO Pooled Mortgage Loan
that is a successor to the Shell Plaza Pooled Mortgage Loan or the
Non-Trust-Serviced Pooled Mortgage Loan, any interest in the related REO
Property) remains part of the Trust Fund, the scheduled monthly payment of
principal and/or interest deemed to be due in respect thereof on such Due Date
equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan
described in clause (b) of this definition, the Assumed Monthly Payment) that
was due (or deemed due) with respect to the related Pooled Mortgage Loan on the
last Due Date prior to its becoming an REO Pooled Mortgage Loan.

          "ASTM": The American Society for Testing and Materials.

          "Authenticating Agent": Any authenticating agent appointed pursuant to
Section 5.07 (or, in the absence of any such appointment, the Certificate
Administrator).

          "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) all amounts on deposit in the
Distribution Account as of 11:00 a.m., New York City time, on such Distribution
Date,


                                      -9-
<PAGE>

(ii) to the extent not included in the amount described in clause (a)(i) of this
definition, any P&I Advances and/or Compensating Interest Payments that were
made hereunder in respect of such Distribution Date, (iii) to the extent not
included in the amount described in clause (a)(i) of this definition, the
aggregate amount transferred (pursuant to Section 3.05(d)) from the Excess
Liquidation Proceeds Account to the Distribution Account in respect of such
Distribution Date, and (iv) to the extent not included in the amount described
in clause (a)(i) of this definition, if such Distribution Date occurs during the
month of March of 2005 or any year thereafter, the aggregate of the Interest
Reserve Amounts with respect to the Interest Reserve Loans transferred from the
Interest Reserve Account to the Distribution Account during such month of March
for distribution on such Distribution 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 (or, in the case of the GIC
Office Portfolio Pooled Mortgage Loan, on a Due Date occurring in the calendar
month next succeeding the month in which the related Collection Period ends),
(ii) any payments of principal (including Principal Prepayments) and interest,
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by
the Trust after the end of the related Collection Period, (iii) any Prepayment
Premiums, Yield Maintenance Charges and/or Post-ARD Additional Interest, (iv)
any amounts payable or reimbursable to any Person from the Distribution Account
pursuant to clauses (iii) through (viii) of Section 3.05(b), (v) if such
Distribution Date occurs during the month of February of 2005 or any year
thereafter or during the month of January of 2005 or any year thereafter that is
not a leap year, the aggregate of the Interest Reserve Amounts with respect to
the Interest Reserve Loans to be withdrawn (pursuant to Section 3.04(c) and
Section 3.05(b)(ii)) from the Distribution Account and deposited into the
Interest Reserve Account during such month of February or such month of January,
as the case may be, and held for future distribution, and (vi) 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), (b)(ii) and (b)(v) 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 (or, in the
case of a Replacement Pooled Mortgage Loan, as of the related date of
substitution) 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 5% of the original principal
balance of such Mortgage Loan.

          "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.

          "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 June 11, 2004
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 Depositary or its nominee.

          "Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.

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

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

          "BSCMI": Bear Stearns Commercial Mortgage, Inc., or its successor in
interest.

                                      -10-
<PAGE>

          "BSCMI Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either
an Original BSCMI Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan
that was delivered under the BSCMI Pooled Mortgage Loan Purchase Agreement in
substitution for an Original BSCMI Pooled Mortgage Loan.

          "BSCMI Pooled Mortgage Loan Purchase Agreement": That certain Mortgage
Loan Purchase and Sale Agreement dated as of June 24, 2004, between BSCMI as
seller and the Depositor as purchaser.

          "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in California, New York or Illinois or any of the
jurisdictions in which the respective Primary Servicing Offices of the Master
Servicers and the Special Servicers and the Corporate Trust Offices of the
Certificate Administrator and 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 2004-PWR4 Commercial
Mortgage Pass-Through Certificates, as executed by the Certificate Administrator
and authenticated and delivered hereunder by the Certificate Registrar.

          "Certificate Administrator": WFB, in its capacity as certificate
administrator hereunder, or any successor certificate administrator appointed as
herein provided.

          "Certificate Administrator Fee": That portion of the Trustee Fee
payable to the Certificate Administrator in an amount agreed to by the Trustee
and the Certificate Administrator.

          "Certificate Administrator Report": As defined in Section 4.02(a).

          "Certificate Factor": With respect to any Class of Regular Interest
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the related Class
Principal Balance or Class Notional Amount, as the case may be, then
outstanding, and the denominator of which is the related Class Principal Balance
or Class Notional Amount, as the case may be, outstanding as of the Closing
Date.

          "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided, however, that:
(i) neither a Disqualified Organization nor a Non-United States Person shall be
a "Holder" of, or a "Certificateholder" with respect to, a Class R Certificate
for any purpose hereof; and (ii) solely for purposes of giving any consent,
approval, direction or waiver pursuant to this Agreement that specifically
relates to the rights, duties and/or obligations hereunder of any of the
Depositor, a Master Servicer, a Special Servicer, the Tax Administrator, the
Certificate Administrator, the Trustee or the Fiscal Agent in its respective
capacity as such (other than any consent, approval or waiver contemplated by any
of Sections 3.23, 3.24 and 3.25), any Certificate registered in the name of such
party or in the name of any Affiliate thereof shall be deemed not to be
outstanding, and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval or waiver that specifically
relates to such party has been obtained. The Certificate Registrar shall be
entitled to request and conclusively rely upon a certificate of the Depositor, a
Master Servicer or a Special Servicer in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"Certificateholders" or "Holders" shall reflect the rights of Certificate Owners
only insofar as they may indirectly exercise such rights through the Depository
and the Depository Participants (except as otherwise specified herein), it being
herein acknowledged and agreed that the parties hereto shall be required to
recognize as a "Certificateholder" or "Holder" only the Person in whose name a
Certificate is registered in the Certificate Register.

          "Certificate Notional Amount": With respect to any Interest Only
Certificate, as of any date of determination, the then notional principal amount
on which such Certificate accrues interest, equal to the product of (a) the then
Certificate Factor for the Class X Certificates, multiplied by (b) the amount
specified on the face of such Certificate as the initial Certificate Notional
Amount thereof.

                                      -11-
<PAGE>

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

          "Certificate Principal Balance": With respect to any Principal Balance
Certificate, as of any date of determination, the then outstanding principal
amount of such Certificate equal to the product of (a) the then Certificate
Factor for the Class of Principal Balance Certificates to which such Certificate
belongs, multiplied by (b) the amount specified on the face of such Certificate
as the initial Certificate Principal Balance thereof.

          "Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

          "Certification Parties": As defined in Section 8.15(b).

          "Certifying Person": As defined in Section 8.15(b).

          "Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric class designation and having the same payment terms.

          "Class A Certificates": The Class A-1, Class A-2 and Class A-3
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-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III 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-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          Class A-3 Certificate": Any one of the Certificates with a "Class A-3"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class A Principal Distribution Cross-Over Date": The first
Distribution Date as of the commencement of business on which (i) two or more
Classes of the Class A-1, Class A-2 and Class A-3 Certificates remain
outstanding and (ii) the aggregate of the Class Principal Balances of the Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class P and Class Q Certificates have been reduced to zero
as a result of the allocation of Realized Losses and Additional Trust Fund
Expenses pursuant to Section 4.04(a).

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

                                      -12-
<PAGE>

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

          "Class H Certificate": Any of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III 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-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class K Certificate": Any of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class L Certificate": Any of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class M Certificate": Any of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class N Certificate": Any of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class Notional Amount": The aggregate hypothetical or notional amount
on which the sole class of Interest Only Certificates accrues or is deemed to
accrue interest from time to time, as calculated in accordance with Section
2.17(e).

          "Class P Certificate": Any of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class Principal Balance": The aggregate principal balance of any
Class of Principal Balance Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each Class
of Principal Balance Certificates shall equal the Original Class Principal
Balance thereof. On each Distribution Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall be (i) reduced by the amount of
any distributions of principal made thereon on such Distribution Date pursuant
to Section 4.01, and (ii) further reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses deemed allocated thereto on such Distribution
Date pursuant to Section 4.04(a); provided, however, that if the Principal
Distribution Amount for such Distribution Date includes any amount described in
clause (I)(C) of the definition of "Principal Distribution Amount" (in respect
of


                                      -13-
<PAGE>

recoveries during the Collection Period related to such Distribution Date of
amounts determined to constitute Nonrecoverable Advances during a Collection
Period related to a prior Distribution Date), then the Class Principal Balances
of the respective Classes of Principal Balance Certificates shall hereby be
increased (in the aggregate) immediately prior to such Distribution Date by the
lesser of the amount of Realized Losses previously allocated thereto and such
amount described in such clause (I)(C) (and, as between the respective Classes
of Principal Balance Certificates, such increase shall be allocated in
sequential order (in each case to the extent of the lesser of the Realized
Losses previously allocated thereto and the remaining unallocated portion of the
increase) according to alphabetical Class designation or, in the case of a Class
of Class A Certificates, pro rata according to the amounts of Realized Losses
previously allocated to the respective Classes of Class A Certificates).

          "Class Q Certificate": Any of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class R Certificate": Any of the Certificates with a "Class R"
designation on the face thereof, substantially in the form of Exhibit A-2
attached hereto, and evidencing ownership of Grantor Trust R.

          "Class V Certificate": Any of the Certificates with a "Class V"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing ownership of Grantor Trust V.

          "Class X Certificate": Any of the Certificates with a "Class X"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

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

          "Closing Date": June 30, 2004.

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

          "CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Bond Level File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and is reasonably
acceptable to the Certificate Administrator and the Trustee.

          "CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and is reasonably
acceptable to the Certificate Administrator and the Trustee.

                                      -14-
<PAGE>

          "CMSA Comparative Financial Status Report": A report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Comparative Financial Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information as
may from time to time be recommended by the CMSA for commercial mortgage-backed
securities transactions generally and is reasonably acceptable to each Master
Servicer and each Special Servicer. Each CMSA Comparative Financial Status
Report shall be based on (1) the most recent rent roll and (2) to the extent
provided to the applicable Master Servicer or the applicable Special Servicer,
(i) in connection with a CMSA Comparative Financial Status Report relating to
quarterly financial information, trailing 12 months of financial information
(non-normalized), if trailing 12 months of financial information was provided to
the applicable Master Servicer or the applicable Special Servicer (as the case
may be), or financial information based on 9 months of operating statements or
year-to-date financial information, if trailing 12 months of financial
information was not provided to the applicable Master Servicer or the applicable
Special Servicer (as the case may be) and 9 months of operating statements or
year-to-date financial information was provided to the applicable Master
Servicer or the applicable Special Servicer (as the case may be) or (ii) in
connection with a CMSA Comparative Financial Status Report relating to annual
financial information, annual operating statements (if provided to the
applicable Master Servicer or the applicable Special Servicer (as the case may
be)), normalized. To the extent the information described above has been
provided to the applicable Master Servicer or the applicable Special Servicer,
each CMSA Comparative Financial Status Report shall present (among other things
called for by the form of CMSA Comparative Financial Status Report) the
occupancy rate, debt service coverage ratio, net operating income and net cash
flow for each Mortgage Loan or Mortgaged Property covered thereby.

          "CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally and
is reasonably acceptable to each Master Servicer and each Special Servicer.

          "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and is reasonably
acceptable to each Master Servicer.

          "CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally and
is reasonably acceptable to each Master Servicer and each Special Servicer.

          "CMSA Historical Loan Modification Report": A report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Historical Loan Modification Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally and is reasonably acceptable to each Master Servicer and each Special
Servicer.

          "CMSA Investor Reporting Package": Collectively:

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

                                      -15-
<PAGE>

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

          Notwithstanding anything in this Agreement to the contrary, in the
event any of the electronic files listed in clause (a) of this definition or any
of the supplemental reports listed in clause (b) of this definition are amended
or changed in any material respect by the CMSA and placed on the CMSA Website or
otherwise recommended by the CMSA for commercial mortgage-backed securities
transactions generally, so long as such electronic files and such supplemental
reports are reasonably acceptable (as applicable) to each Master Servicer and
each Special Servicer, then same shall be used with respect to the Collection
Period that commences at any time following the date that is three (3) months
following adoption of the form thereof by the CMSA.

          "CMSA Loan Level Reserve Report": A report substantially in the form
of, and containing the information called for in, the "Loan Level Reserve
Report" as adopted by the CMSA and made available at the CMSA Website.

          "CMSA Loan Periodic Update File": The monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Loan Periodic Update File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally and
is reasonably acceptable to each Master Servicer, each Special Servicer, the
Certificate Administrator and the Trustee.

          "CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally and is reasonably acceptable
to each Master Servicer, each Special Servicer, the Certificate Administrator
and the Trustee.

          "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and is reasonably
acceptable to each Master Servicer and each Special Servicer and in any event,
shall present the computations made in accordance with the methodology described
in such form to "normalize" the full year net operating income and debt service
coverage numbers used in the other reports required by this Agreement.

          "CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally and is reasonably acceptable
to each Master Servicer and each Special Servicer.

          "CMSA Operating Statement Analysis Report": A report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally and is reasonably acceptable to each Master Servicer.

                                      -16-
<PAGE>

          "CMSA Reconciliation of Funds Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Reconciliation of Funds Report" available as of the Closing Date on the
CMSA Website or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally and
is reasonably acceptable to the Certificate Administrator.

          "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and is reasonably
acceptable to each Special Servicer.

          "CMSA Servicer Watch List": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Servicer
Watch List" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be adopted by the CMSA for
commercial mortgage-backed securities transactions and is reasonably acceptable
to each Master Servicer.

          "CMSA Special Servicer Loan File": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Special Servicer Loan File" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be adopted by
the CMSA for commercial mortgage-backed securities transactions and is
reasonably acceptable to each Special Servicer.

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

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

          "Collection Account": The segregated account or accounts created and
maintained by each Master Servicer, pursuant to Section 3.04(a), in trust for
the Certificateholders, which shall be entitled "[name of subject Master
Servicer], as a Master Servicer, on behalf of LaSalle Bank National Association
[or name of any successor Trustee], as Trustee, in trust for the registered
holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, 2004-PWR4, Collection Account".

          "Collection Period": With respect to any Distribution Date, the period
commencing on the day 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 as of 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 or any successor
thereto.

          "Compensating Interest Payment": With respect to any Distribution
Date, any payment made by a Master Servicer or the Certificate Administrator
from its own funds pursuant to Section 3.19(c) to cover Prepayment Interest
Shortfalls incurred during the related Collection Period.

          "Component Notional Amount": The notional amount on which any REMIC
III Component of the Class X Certificates accrues interest, which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of such REMIC III Component's Corresponding REMIC II Regular Interest.

                                      -17-
<PAGE>

          "Condemnation Proceeds": All cash amounts actually Received by the
Trust or on behalf of the Trustee, a Master Servicer or a Special Servicer
(including with respect to the Non-Trust-Serviced Pooled Mortgage Loan or any
related REO Property, any such proceeds remitted to the applicable Master
Servicer by the applicable Non-Trust Master Servicer or the applicable Non-Trust
Special Servicer pursuant to the related Mortgage Loan Group Intercreditor
Agreement and/or the related Non-Trust Servicing Agreement) in connection with
the taking of all or a part of a Mortgaged Property or REO Property by exercise
of the power of eminent domain or condemnation, exclusive of any portion thereof
applied to the restoration of the related Mortgaged Property or REO Property (or
placed in a reserve account for that purpose) or required to be released to the
related Borrower or any other third-party in accordance with applicable law
and/or the terms and conditions of the related Mortgage Loan Documents or any
other applicable document.

          "Controlling Class": As of any date of determination, the outstanding
Class of Principal Balance Certificates that (a) bears the latest alphabetic
Class designation and (b) has a Class Principal Balance which is not less than
25% of the Original Class Principal Balance of such Class; provided that if no
Class of Principal Balance Certificates has as of such date of determination a
Class Principal Balance not less than 25% of its Original Class Principal
Balance, then the Controlling Class shall be the then outstanding Class of
Principal Balance Certificates bearing the latest alphabetic Class designation
that has a Class Principal Balance greater than zero; and provided, further,
that, for purposes of this definition, the Class A-1, Class A-2 and Class A-3
Certificates shall be deemed a single Class of Certificates with a "Class A"
designation.

          "Controlling Class Certificateholder": Any Holder of Certificates of
the Controlling Class.

          "Controlling Class Representative": As defined in Section 3.23(a). The
initial Controlling Class Representative shall be ARCap CMBS Fund II REIT, Inc.

          "Corporate Trust Office: The corporate trust office of the Certificate
Administrator or the asset-backed securities trust services office of the
Trustee, as the case may be, at which at any particular time its duties, with
respect to this Agreement shall be administered, which office is as of the
Closing Date located: (i) in the case of the Certificate Administrator, for
Certificate transfer purposes, at Wells Fargo Center, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479; Attn: Corporate Trust Services-Bear
Stearns Commercial Mortgage Securities Inc., 2004-PWR4, and for all other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services, Bear Stearns Commercial Mortgage Securities Inc.,
2004-PWR4; and (ii) in the case of the Trustee, at 135 South LaSalle, Suite
1625, Chicago, Illinois 60603, Attention: Global Securitization Trust Services
Group-Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR4.

          "Corrected Mortgage Loan": Any Serviced 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 the related
Mortgaged Property becoming an REO Property).

          "Corrected Pooled Mortgage Loan": Any Serviced Pooled Mortgage Loan
that is a Corrected Mortgage Loan. Notwithstanding anything to the contrary
contained herein, in no event shall the Non-Trust-Serviced Pooled Mortgage Loan
constitute a Corrected Pooled Mortgage Loan under this Agreement.

          "Corresponding REMIC II Regular Interest": (a) With respect to any
Class of Principal Balance Certificates, the REMIC II Regular Interest opposite
which such Class is set forth in the Preliminary Statement in the table titled
"REMIC III--Corresponding REMIC II Regular Interests"; and (b) with respect to
any REMIC III Component of the Class X Certificates, the REMIC II Regular
Interest opposite which such REMIC III Component is set forth in the Preliminary
Statement in the table titled "REMIC III--Corresponding REMIC II Regular
Interests".

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

                                      -18-
<PAGE>

          "Cross-Collateralized Mortgage Loan": Any Mortgage Loan, that is, by
its terms, cross-defaulted and cross-collateralized with any other Mortgage
Loan; provided that the Mortgage Loans that are part of any Serviced Mortgage
Loan Group shall not constitute Cross-Collateralized Mortgage Loans.

          "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 Pooled Mortgage Loan Sellers or an
Affiliate of any of them.

          "Cut-off Date": With respect to each Mortgage Loan, the Due Date for
the Monthly Payment due on such Mortgage Loan in June 2004 (or, in the case of
any Mortgage Loan that has its first Due Date in July 2004, the date that would
have been its Due Date in June 2004 under the terms of such Mortgage Loan if a
Monthly Payment were scheduled to be due in such month).

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

          "Default Charges": Default Interest and/or late payment charges that
are paid or payable, as the context may require, in respect of any Mortgage Loan
or REO Mortgage Loan.

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

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

          "Defective Pooled Mortgage Loan": Any Pooled Mortgage Loan as to which
there exists a Material Breach or a Material Document Defect that has not been
cured in all material respects.

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

          "Deleted Pooled Mortgage Loan": A Defective Pooled Mortgage Loan that
is purchased or repurchased, as the case may be, from the Trust or replaced with
one or more Replacement Pooled Mortgage Loans, in either case as contemplated by
Section 2.03.

          "Depositor": Bear Stearns Commercial Mortgage Securities Inc., or its
successor in interest.

          "Depository": The Depository Trust Company or any successor Depository
hereafter named as contemplated by Section 5.03(c). The nominee of the initial
Depository for purposes of registering those Certificates that are to be
Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(3) of the Uniform Commercial
Code of the State of New York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act.

          "Depository Participant": 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.

          "Designated Sub-Servicer": Any Sub-Servicer set forth on Schedule III
hereto and any successor to such Sub-Servicer under the related Designated
Sub-Servicer Agreement.

                                      -19-
<PAGE>

          "Designated Sub-Servicer Agreement": Any Sub-Servicing Agreement
between a Designated Sub-Servicer and a Master Servicer.

          "Determination Date": With respect to any Distribution Date, the fifth
(5th) Business Day preceding such Distribution Date.

          "Directly Operate": With respect to any Administered REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale or lease, the performance of any construction work thereon or any use of
such REO Property in a trade or business conducted by the Trust other than
through an Independent Contractor; provided, however, that the Trustee (or the
applicable Special Servicer on behalf of the Trustee) shall not be considered to
Directly Operate an Administered REO Property solely because the Trustee (or the
applicable Special Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance,
or makes decisions as to repairs or capital expenditures with respect to such
REO Property.

          "Discount Rate": As defined in Section 4.01(b).

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

          "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 Tax Administrator, based upon an Opinion
of Counsel delivered to the Tax Administrator (but not at the Tax
Administrator's expense) to the effect that the holding of an Ownership Interest
in a Class R 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 Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

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

          "Distributable Certificate Interest": With respect to any Class of
Regular Interest Certificates for any Distribution Date, an amount of interest
equal to the amount of Accrued Certificate Interest in respect of such Class of


                                      -20-
<PAGE>

Certificates for the related Interest Accrual Period, reduced (to not less than
zero) by that portion, if any, of the Net Aggregate Prepayment Interest
Shortfall for such Distribution Date allocated to such Class of Certificates as
provided below; provided, however, that if the Class Principal Balance of such
Class of Certificates is deemed to have been increased immediately prior to such
Distribution Date pursuant to the proviso to the definition of "Class Principal
Balance" because the Principal Distribution Amount for such Distribution Date
includes any collections of amounts that (x) had previously been determined to
constitute Nonrecoverable Advances, (y) were reimbursed to a party to this
Agreement from the principal portions of P&I Advances and/or payments or other
collections of principal on the Mortgage Pool in a Collection Period prior to
the one related to such Distribution Date (pursuant to subsection (II)(iv) of
Section 3.05(a)) and (z) were recovered in the Collection Period related to such
Distribution Date, then the Distributable Certificate Interest for such Class
and such Distribution Date shall equal the sum of (i) the amount of the
Distributable Certificate Interest for such Class and Distribution Date,
calculated as otherwise provided above without regard to this proviso, and (ii)
an amount equal to the interest that would have accrued (on a 30/360 Basis), at
the Pass-Through Rate for such Class in effect for such Interest Accrual Period,
on a principal amount equal to the deemed increase in such Class Principal
Balance, during such Interest Accrual Period and each prior Interest Accrual
Period related to a Distribution Date that occurred subsequent to the earliest
Distribution Date on which a Realized Loss was allocated to such Class of
Principal Balance Certificates pursuant to Section 4.04. A portion of the Net
Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date
shall be allocated to each Class of Principal Balance Certificates in an amount
equal to the product of (i) the amount of such Net Aggregate Prepayment Interest
Shortfall and (ii) a fraction, the numerator of which is the Accrued Certificate
Interest for such Class of Principal Balance Certificates for such Distribution
Date and the denominator of which is the aggregate amount of Accrued Certificate
Interest for all Classes of Principal Balance Certificates for such Distribution
Date. No portion of any Net Aggregate Prepayment Interest Shortfall for any
Distribution Date shall be allocated to the Class X Certificates.

          "Distribution Account": The segregated account or accounts created and
maintained by the Certificate Administrator on behalf of the Trustee, pursuant
to Section 3.04(b), in trust for the Certificateholders, which shall be entitled
"Wells Fargo Bank, National Association [or the name of any successor
Certificate Administrator], as Certificate Administrator, on behalf of LaSalle
Bank National Association [or the name of any successor Trustee], as Trustee, in
trust for the registered holders of Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, 2004-PWR4, Distribution
Account".

          "Distribution Date": The 11th day of any month, or if such 11th day is
not a Business Day, the Business Day immediately following such 11th day,
commencing in July 2004.

          "Document Defect": As defined in Section 2.03(a).

          "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
Mortgage 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.

          "EDGAR": The Electronic Data Gathering, Analysis, and Retrieval System
of the Commission, which is the computer system for the receipt, acceptance,
review and dissemination of documents submitted to the Commission in electronic
format.

          "Eligible Account": Any of (i) an account maintained with a federal or
state chartered depository institution or trust company, the long-term deposit
or long-term unsecured debt obligations of which are rated no less than "Aa2" by
Moody's (or an "Aa3" senior unsecured credit rating by Moody's in the case of
any accounts maintained at LaSalle; provided that if such rating is lowered to
below "Aa3" by Moody's, then the applicable Master Servicer shall move such
applicable account or accounts within thirty (30) days of such downgrade to an
institution that otherwise


                                      -21-
<PAGE>

complies with this definition) and "AA-" by Fitch (if the deposits are to be
held in the account for more than thirty (30) days), or the short-term deposit
or short-term unsecured debt obligations of which are rated no less than "P-2"
by Moody's and "F-1" by Fitch (if the deposits are to be held in the account for
thirty (30) days or less), in any event at any time funds are on deposit
therein, or (ii) a segregated trust account maintained with the trust department
of a federal or state chartered depository institution or trust company (which
may include the Certificate Administrator or the Trustee) acting in its
fiduciary capacity, and which, in either case, has a combined capital and
surplus of at least $50,000,000 and is subject to supervision or examination by
federal or state authority and to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b),
or (iii) for so long as WFB serves as a Master Servicer under this Agreement, an
account maintained with WFB or Wells Fargo Bank Iowa, N.A., each a wholly-owned
subsidiary of Wells Fargo & Co., provided that subsidiary's or its parent's (A)
commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "P-2" by Moody's and "F-1" by Fitch (if the deposits
are to be held in the account for 30 days or less) or (B) long-term unsecured
debt obligations are rated at least "Aa3" by Moody's and "A+" by Fitch (if the
deposits are to be held in the account for more than 30 days); or (iv) an
account maintained with any other insured depository institution that is
acceptable to each Rating Agency (as evidenced by written confirmation to the
Trustee from each Rating Agency that the use of such account would not, in and
of itself, result in an Adverse Rating Event with respect to any Class of Rated
Certificates).

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

          "Environmental Insurance Policy": With respect to any Mortgaged
Property securing a Serviced Mortgage Loan or any Administered REO Property, any
insurance policy covering pollution conditions and/or other environmental
conditions that is maintained from time to time in respect of such Mortgaged
Property or REO Property, as the case may be, for the benefit of, among others,
the Trustee on behalf of the Certificateholders.

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

          "Escrow Payment": Any payment received by a Master Servicer or a
Special Servicer for the account of the Borrower under any Serviced Mortgage
Loan for application toward the payment of real estate taxes, assessments,
insurance premiums (including with respect to any Environmental Insurance
Policy), ground rents (if applicable) and similar items in respect of the
related Mortgaged Property.

          "Euroclear": The Euroclear System or any successor.

          "Event of Default": As defined in Section 7.01(a).

          "Excess Liquidation Proceeds": The excess, if any, of (a) the Net
Liquidation Proceeds from the sale or liquidation of a Specially Serviced Pooled
Mortgage Loan or an Administered REO Property (or the proceeds of the final
payment (including any full, partial or discounted payoff) on a defaulted Pooled
Mortgage Loan or a Pooled Mortgage Loan that is a Corrected Mortgage Loan that
were Received by the Trust, net of any and all fees, expenses and costs payable
therefrom), over (b) the sum of (i) the amount needed to pay all principal,
interest (including Additional Interest (if applicable) and Default Interest),
Prepayment Premiums or Yield Maintenance Charges (as applicable) and late
payment charges payable with respect to such Pooled Mortgage Loan or the related
REO Pooled Mortgage Loan, as the case may be (together with, without
duplication, any outstanding Unliquidated Advances in respect of any such
principal or interest), in full, (ii) any other fees that would constitute
Additional Master Servicing Compensation and/or Additional Special Servicing
Compensation, (iii) any related unreimbursed Servicing Advances (together with,
without duplication, outstanding Unliquidated Advances in respect of prior
Servicing Advances), (iv) all unpaid Advance Interest on any related Advances
(but (for the avoidance of doubt) excluding any Unliquidated Advances), (v) any
related Liquidation Fee


                                      -22-
<PAGE>

and/or Special Servicing Fees paid or payable in respect of such Specially
Serviced Mortgage Loan or the related REO Pooled Mortgage Loan, (vi) any other
Additional Trust Fund Expenses paid or payable in respect of such Pooled
Mortgage Loan or REO Property and (vii) in the case of any REO Property relating
to a Serviced Mortgage Loan Group, any portion of such Net Liquidation Proceeds
payable to any one or more of the related Serviced Non-Pooled Mortgage Loan
Noteholder(s).

          "Excess Liquidation Proceeds Account": The segregated account created
and maintained by the Certificate Administrator in the name of the Trustee
pursuant to Section 3.04(d) in trust for the Certificateholders, which shall be
entitled "LaSalle Bank National Association [or name of any successor Trustee],
as Trustee, in trust for the registered holders of Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
2004-PWR4, Excess Liquidation Proceeds Account".

          "Excess Servicing Fees": With respect to each Serviced Mortgage Loan
(and any successor REO Mortgage Loan with respect thereto), that portion of the
Master Servicing Fees that accrue at a per annum rate equal to the Excess
Servicing Fee Rate.

          "Excess Servicing Fee Rate": With respect to each Serviced Mortgage
Loan (and any successor REO Mortgage Loan with respect thereto), a rate per
annum equal to (i) in the case of a Pooled Mortgage Loan, the annual rate
specified as the "Excess Fee Rate" on the Pooled Mortgage Loan Schedule and (ii)
in the case of the Shell Plaza Non-Pooled Subordinate Loan and the Lincoln
Square Non-Pooled Pari Passu Companion Loans, zero (0) basis points; provided
that such rate shall be subject to reduction at any time following any
resignation of a Master Servicer pursuant to Section 6.04 (if no successor is
appointed in accordance with Section 6.04(b)) or any termination of a Master
Servicer pursuant to Section 7.01, to the extent reasonably necessary (in the
sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer (which successor may include the Trustee) that meets the
requirements of Section 7.02.

          "Excess Servicing Fee Right": With respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the right to receive
Excess Servicing Fees. In the absence of any transfer of the Excess Servicing
Fee Right, the related Master Servicer shall be the owner of such Excess
Servicing Fee Right.

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

          "Exemption-Favored Party": Any of (i) Bear, Stearns & Co. Inc., (ii)
Merrill Lynch, Pierce, Fenner & Smith Incorporated, (iii) any Person directly or
indirectly, through one or more intermediaries, controlling, controlled by or
under common control with Bear, Stearns & Co. Inc or Merrill Lynch, Pierce,
Fenner & Smith Incorporated and (iv) any member of any underwriting syndicate or
selling group of which any Person described in clauses (i), (ii) and (iii) is a
manager or co-manager with respect to a Class of Certificates that is investment
grade rated by at least one Rating Agency.

          "Fair Value": With respect to any Specially Designated Defaulted
Pooled Mortgage Loan, the amount that, in the applicable Special Servicer's
reasonable judgment, taking into account the factors set forth in the first
sentence of the second paragraph of Section 3.18(b) and such other factors as
such Special Servicer reasonably deems appropriate, is the fair value of such
Mortgage Loan.

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

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

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

                                      -23-
<PAGE>

          "Final Recovery Determination": A determination by the applicable
Special Servicer with respect to any Specially Serviced Mortgage Loan, Corrected
Mortgage Loan or Administered REO Property, or by the applicable Master Servicer
with respect to the Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property, that there has been a recovery of all Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries that the
applicable Special Servicer or such Master Servicer has determined, in
accordance with the Servicing Standard, will be ultimately Received by the
Trust; provided that the term Final Recovery Determination shall not apply to:
(i) a Mortgage Loan that was paid in full (including by a mezzanine lender on
behalf of the related Borrower in connection with a Mortgage Loan default, as
set forth in the related intercreditor agreement) or (ii) a Mortgage Loan or REO
Property, as the case may be, that was purchased by (a) any Pooled Mortgage Loan
Seller pursuant to the related Pooled Mortgage Loan Purchase Agreement, (b) a
Purchase Option Holder or its assignee pursuant to Section 3.18, (c) any
Controlling Class Certificateholder(s), a Master Servicer or the General Special
Servicer pursuant to Section 9.01, (d) the Shell Plaza Non-Pooled Subordinate
Noteholder pursuant to the Shell Plaza Intercreditor Agreement or (e) any party
with a purchase option in respect of the Non-Trust-Serviced Pooled Mortgage Loan
pursuant to the related Mortgage Loan Group Intercreditor Agreement and/or the
related Non-Trust Servicing Agreement; and provided, further, that, for purposes
of making any such determination with respect to the Non-Trust-Serviced Pooled
Mortgage Loan or any related REO Property, the applicable Master Servicer shall
be entitled to rely on, and shall be required to follow, any comparable
determination made by the related Non-Trust Special Servicer.

          "Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking corporation,
or any successor appointed as provided herein.

          "Fiscal Agent Agreement": As defined in Section 8.13.

          "Fitch": Fitch, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "Fitch" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties hereto, and specific ratings of Fitch, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of Fitch,
be deemed to refer to such applicable rating category of Fitch, without regard
to any plus or minus or other comparable rating qualification.

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

          "GAAP": Generally accepted accounting principles in the United States.

          "General Special Servicer": ARCap SI, in its capacity as special
servicer with respect to the Mortgage Pool (exclusive of the Shell Plaza Loan
Group) and any related REO Properties hereunder, or any successor special
servicer with respect to the Mortgage Pool (exclusive of the Shell Plaza Loan
Group) and any related REO Properties appointed as provided herein.

          "GIC Office Portfolio Intercreditor Agreement": That certain Co-Lender
Agreement dated as of December 10, 2003, between Lehman Brothers Bank, FSB, as
initial note A-1 lender, Morgan Stanley Mortgage Capital Inc. as initial A2
noteholder and Teachers Insurance and Annuity Association of America, as initial
note B lender.

          "GIC Office Portfolio Loan Group": The GIC Office Portfolio Pooled
Mortgage Loan, the GIC Office Portfolio Non-Pooled Pari Passu Companion Loans
and the GIC Office Portfolio Non-Pooled Subordinate Loan, together.

          "GIC Office Portfolio Mortgaged Property": The Mortgaged Property
identified on the Pooled Mortgage Loan Schedule as "GIC Office Portfolio".

          "GIC Office Portfolio Non-Pooled Pari Passu Companion Loans": The
multiple mortgage loans, with an aggregate original principal balance in the
amount of $615,000,000, that are secured by the same Mortgage on the GIC


                                      -24-
<PAGE>

Office Portfolio Mortgaged Property as the GIC Office Portfolio Pooled Mortgage
Loan and are pari passu in right of payment with the GIC Office Portfolio Pooled
Mortgage Loan. The GIC Office Portfolio Non-Pooled Pari Passu Companion Loans
are not "Pooled Mortgage Loans" or part of the Trust Fund, any REMIC Pool or
either Grantor Trust Pool.

          "GIC Office Portfolio Non-Pooled Pari Passu Companion Loan
Noteholder": The holder of the promissory note evidencing a GIC Office Portfolio
Non-Pooled Pari Passu Companion Loan.

          "GIC Office Portfolio Non-Pooled Subordinate Loan": The mortgage loan,
with an original principal balance in the amount of $125,000,000 multiple
mortgage loans, that is secured by the same Mortgage on the GIC Office Portfolio
Mortgaged Property as the GIC Office Portfolio Pooled Mortgage Loan and the GIC
Office Non-Pooled Pari Passu Companion Loans and is subordinate in right of
payment to the GIC Office Portfolio Pooled Mortgage Loan and the GIC Office
Portfolio Non-Pooled Pari Passu Companion Loans. The GIC Office Portfolio
Non-Pooled Subordinate Loan is not a "Pooled Mortgage Loan" or part of the Trust
Fund, any REMIC Pool or either Grantor Trust Pool.

          "GIC Office Portfolio Pooled Mortgage Loan": The Pooled Mortgage Loan
secured by the GIC Office Portfolio Mortgaged Property.

          "Global Certificates": The Rule 144A Global Certificates and the
Regulation S Global Certificates, collectively.

          "Grantor Trust": A grantor trust as defined under Subpart E of Part 1
of Subchapter J of the Code.

          "Grantor Trust Pool": Either of Grantor Trust V or Grantor Trust R.

          "Grantor Trust Provisions": Subpart E of Part I of Subchapter J of the
Code, including Treasury Regulations Section 301.7701-4(c)(2).

          "Grantor Trust R": The Grantor Trust designated as such in Section
2.18(b).

          "Grantor Trust V": The Grantor Trust designated as such in Section
2.18(a).

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

          "Group Environmental Insurance Policy": Any Environmental Insurance
Policy that is maintained from time to time in respect of more than one
Mortgaged Property or REO Property.

          "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including those so identified pursuant to
CERCLA or any other federal, state or local environmental related laws and
regulations now existing or hereafter enacted, and specifically including
asbestos and asbestos-containing materials, polychlorinated biphenyls ("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.

          "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, each Pooled
Mortgage Loan Seller, each Master Servicer, each Special Servicer, the
Certificate Administrator, the Tax Administrator, the Trustee, the Fiscal Agent,
each Non-Trust Master Servicer (insofar as the relevant matter involves the
related Non-Trust-Serviced Pooled Mortgage Loan (whether alone or together with
one or more other Pooled Mortgage


                                      -25-
<PAGE>

Loans)), each Non-Trust Special Servicer (insofar as the relevant matter
involves the related Non-Trust-Serviced Pooled Mortgage Loan (whether alone or
together with one or more other Pooled Mortgage Loans)), the Controlling Class
Representative 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, any Pooled Mortgage Loan Seller, either Master Servicer, either
Special Servicer, the Certificate Administrator, the Tax Administrator, the
Trustee, the Fiscal Agent, any Non-Trust Master Servicer (insofar as the
relevant matter involves the related Non-Trust-Serviced Pooled Mortgage Loan),
any Non-Trust Special Servicer (insofar as the relevant matter involves the
related Non-Trust-Serviced Pooled Mortgage Loan), the Controlling Class
Representative or any Affiliate thereof, and (iii) is not connected with the
Depositor, any Pooled Mortgage Loan Seller, either Master Servicer, either
Special Servicer, the Certificate Administrator, the Tax Administrator, the
Trustee, the Fiscal Agent, any Non-Trust Master Servicer (insofar as the
relevant matter involves the related Non-Trust-Serviced Pooled Mortgage Loan),
any Non-Trust Special Servicer (insofar as the relevant matter involves the
related Non-Trust-Serviced Pooled Mortgage Loan), the Controlling Class
Representative or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, any Pooled Mortgage Loan Seller, either Master Servicer, either
Special Servicer, the Trustee, the Fiscal Agent, any Non-Trust Master Servicer,
any Non-Trust Special Servicer, the Controlling Class Representative 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, such Pooled Mortgage
Loan Seller, such Master Servicer, such Special Servicer, the Trustee, such
Fiscal Agent, such Non-Trust Master Servicer, such Non-trust Special Servicer,
the Controlling Class Representative or any such Affiliate thereof, as the case
may be, provided that such ownership constitutes less than 1% of the total
assets owned by such Person.

          "Independent Contractor": (a) Any Person that would be an "independent
contractor" with respect to any REMIC Pool within the meaning of Section
856(d)(3) of the Code if such REMIC Pool were a real estate investment trust
(except that the ownership test set forth in that section shall be considered to
be met by any Person that owns, directly or indirectly, 35% or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to either Master
Servicer, either Special Servicer, the Trustee or the Trust, delivered to the
Trustee), provided that (i) the Trust does not receive or derive any income from
such Person and (ii) the relationship between such Person and the Trust is at
arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee of an Opinion
of Counsel, which shall be at no expense to the Trustee or the Trust, to the
effect that the taking of any action in respect of any Administered 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
Administered 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 Administered REO Property to fail to qualify as Rents from Real
Property.

          "Initial Pool Balance": The aggregate Cut-off Date Principal Balance
of all the Original Pooled Mortgage Loans.

          "Initial Resolution Period": As defined in Section 2.03(b).

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

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

          "Insurance Proceeds": Proceeds paid under any Insurance Policy and
received by or on behalf of the Trustee, a Master Servicer, a Special Servicer
(including with respect to the Non-Trust-Serviced Pooled Mortgage Loan or any
related REO Property, any such proceeds remitted to the applicable Master
Servicer by the applicable Non-Trust Master Servicer or the applicable Non-Trust
Special Servicer pursuant to the related Mortgage Loan Group Intercreditor


                                      -26-
<PAGE>

Agreement and/or the related Non-Trust Servicing Agreement), to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
REO Property (or placed in a reserve account for that purpose) or released to
the related Borrower or any other third-party pursuant to the terms of the
related Mortgage or lease, in accordance with the Servicing Standard.

          "Insured Environmental Event": As defined in Section 3.07(c).

          "Interest Accrual Basis": The basis on which interest accrues in
respect of any Mortgage Loan, any REMIC I Regular Interest, any REMIC II Regular
Interest, any Class of Regular Interest Certificates or any particular REMIC III
Component of the Interest Only Certificates, in each case consisting of one of
the following: (i) a 30/360 Basis; or (ii) an Actual/360 Basis.

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

          "Interest Only Certificates": The Class X Certificates.

          "Interest Reserve Account": The segregated account (or sub-account of
the Distribution Account) created and maintained by the Certificate
Administrator on behalf of the Trustee, pursuant to Section 3.04(c), in trust
for the Certificateholders, which shall be entitled "Wells Fargo Bank, National
Association [or the name of any successor Certificate Administrator], as
Certificate Administrator, on behalf of LaSalle Bank National Association [or
the name of any successor Trustee], as Trustee, in trust for the registered
holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, 2004-PWR4, Interest Reserve Account".

          "Interest Reserve Amount": With respect to each Pooled Mortgage Loan
that is an Interest Reserve Loan (or the related successor REO Pooled Mortgage
Loan), for any Distribution Date that occurs during February of 2005 or February
of any year thereafter or during January of 2005 or January of any year
thereafter that is not a leap year, an amount equal to one day's interest
accrued at the related Net Mortgage Rate on the related Stated Principal Balance
as of the end of the Collection Period related to such Distribution Date (or, in
the case of the GIC Office Portfolio Pooled Mortgage Loan, as of the Due Date in
the month in which such Distribution Date occurs), but prior to giving effect to
the application of any amounts due on the Due Date occurring in such Collection
Period (or, in the case of the GIC Office Portfolio Pooled Mortgage Loan, due on
the Due Date in the month in which such Distribution Date occurs), to the extent
that a Monthly Payment is Received by the Trust with respect to such Interest
Reserve Loan for the related Due Date in the same month as such Distribution
Date on or before the related Master Servicer Remittance Date or a P&I Advance
is made under this Agreement with respect to such Interest Reserve Loan by such
Distribution Date. For purposes of calculating Interest Reserve Amounts, the Net
Mortgage Rate for each Interest Reserve Loan shall be the Net Mortgage Rate as
of the Closing Date, without regard to any modifications, extensions, waivers or
amendments of such Interest Reserve Loan subsequent to the Closing Date (whether
entered into by the applicable Master Servicer, the applicable Special Servicer,
any applicable Non-Trust Master Servicer or any applicable Non-Trust Special
Servicer or in connection with any bankruptcy, insolvency or other similar
proceeding involving the related Borrower).

          "Interest Reserve Loan": Any Pooled Mortgage Loan that is an
Actual/360 Mortgage Loan (or any successor REO Pooled Mortgage Loan with respect
thereto).

          "Investment Account": Each of the Collection Accounts, the Companion
Note Custodial Accounts, the Shell Plaza Subordinate Note Custodial Account, the
Servicing Accounts, the Reserve Accounts, the REO Accounts, the Distribution
Account, the Interest Reserve Account and the Excess Liquidation Proceeds
Account.

          "Investment Company Act": The Investment Company Act of 1940, as
amended.

                                      -27-
<PAGE>

          "Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating categories
by at least one Rating Agency.

          "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.

          "LaSalle": LaSalle Bank National Association or its successor in
interest.

          "Late Collections": (a) With respect to any Pooled Mortgage Loan, all
amounts Received by the Trust thereon during any Collection Period, whether as
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise, which (as applied under Section 1.03) 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 Pooled
Mortgage Loan due or deemed due on a Due Date in a previous Collection Period
(or, in the case of the GIC Office Portfolio Pooled Mortgage Loan, due or deemed
due on the Due Date in the calendar month preceding the month in which such
Collection Period ends) or on a Due Date during or prior to the month of the
Cut-off Date for such Pooled Mortgage Loan, and not previously Received by the
Trust; and (b) with respect to any REO Pooled Mortgage Loan, all amounts
Received by the Trust in connection with the related REO Property during any
Collection Period, whether as Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which (as applied under Section
1.03) represent late collections of the principal and/or interest portions of a
Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in
respect of the predecessor Pooled Mortgage Loan or the principal and/or interest
portions of an Assumed Monthly Payment in respect of such REO Pooled Mortgage
Loan due or deemed due on a Due Date in a previous Collection Period (or, in the
case of the GIC Office Portfolio Pooled Mortgage Loan, due or deemed due on the
Due Date in the calendar month preceding the month in which such Collection
Period ends) and not previously Received by the Trust. Late Collections do not
include Default Charges.

          "Latest Possible Maturity Date": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest or any Class of Regular Interest
Certificates, the "latest possible maturity date" thereof, calculated solely for
purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii).

          "Letter of Credit": With respect to any Mortgage Loan, any third-party
letter of credit delivered by or at the direction of the related Borrower
pursuant to the terms of such Mortgage Loan in lieu of the establishment of, or
deposit otherwise required to be made into, a Reserve Fund or otherwise pledged
or assigned by the related Borrower as Additional Collateral.

          "Lincoln Square Intercreditor Agreement": That certain Intercreditor
Agreement, dated as of June 1, 2004, by and among BSCMI, as lead lender, BSCMI,
as loan 2 lender and BSCMI, as loan 3 lender.

          "Lincoln Square Loan Group": The Lincoln Square Pooled Mortgage Loan
and the Lincoln Square Non-Pooled Pari Passu Companion Loans, together.

          "Lincoln Square Mortgaged Property": The Mortgaged Property identified
on the Pooled Mortgage Loan Schedule as "Lincoln Square".

          "Lincoln Square Non-Pooled Pari Passu Companion Loans": The two
mortgage loans, with original principal balances in the amount of $50,000,000
and $50,000,000, respectively, that are secured by the same Mortgage encumbering
the Lincoln Square Mortgaged Property as the Lincoln Square Pooled Mortgage
Loan, are pari passu in right of payment with the Lincoln Square Pooled Mortgage
Loan and are held as of the Closing Date by Bear Stearns Commercial Mortgage,
Inc. The Lincoln Square Non-Pooled Pari Passu Companion Loans are not "Pooled
Mortgage Loans" or part of the Trust Fund, any REMIC Pool or either Grantor
Trust Pool.

                                      -28-
<PAGE>

          "Lincoln Square Non-Pooled Pari Passu Companion Loan Noteholder": Any
holder of a promissory note evidencing a Lincoln Square Non-Pooled Pari Passu
Companion Loan.

          "Lincoln Square Pooled Mortgage Loan": The Pooled Mortgage Loan
secured by the Lincoln Square Mortgaged Property.

          "Liquidation Event": (a) 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 or replaced by a Pooled Mortgage Loan Seller pursuant to the
related Pooled Mortgage Loan Purchase Agreement, as contemplated by Section
2.03, (iv) such Mortgage Loan is purchased by a Special Servicer, the Majority
Controlling Class Certificateholder(s) or any assignee of either of them
pursuant to Section 3.18, (v) such Mortgage Loan is purchased by any Controlling
Class Certificateholder(s), a Master Servicer or a Special Servicer pursuant to
Section 9.01, (vi) such Mortgage Loan is acquired by the Sole
Certificateholder(s) in exchange for all of the Certificates pursuant to Section
9.01, (vii) in the case of the Shell Plaza Pooled Mortgage Loan, such Mortgage
Loan is acquired by the Shell Plaza Non-Pooled Subordinate Noteholder pursuant
to the Shell Plaza Intercreditor Agreement, (viii) such Mortgage Loan is paid
off by the holder of a related mezzanine loan on behalf of the related Borrower
in connection with a Mortgage Loan default, if so permitted and set forth in the
related intercreditor agreement, or (ix) in the case of the Non-Trust-Serviced
Pooled Mortgage Loan, such Mortgage Loan is purchased by a holder of a purchase
option with respect thereto pursuant to the related Non-Trust Servicing
Agreement and/or the related Mortgage Loan Group Intercreditor Agreement; and
(b) with respect to any REO Property (and the related REO Mortgage Loan), any of
the following events: (i) a Final Recovery Determination is made with respect to
such REO Property, (ii) such REO Property is repurchased or replaced by a Pooled
Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan Purchase
Agreement, as contemplated by Section 2.03, (iii) such REO Property is purchased
by a Master Servicer, the General Special Servicer or any Controlling Class
Certificateholder(s) pursuant to Section 9.01, or (iv) such REO Property is
acquired by the Sole Certificateholder(s) in exchange for all of the
Certificates 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 Section 3.18
(including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

          "Liquidation Fee": The fee designated as such in, and payable to the
applicable Special Servicer in connection with certain events in respect of a
Specially Serviced Mortgage Loan or an REO Property pursuant to, 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, Condemnation Proceeds and REO Revenues) Received by the Trust in
connection with: (i) the liquidation of a Mortgaged Property, REO Property or
other collateral constituting 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 Borrower in accordance
with applicable law and/or the terms and conditions of the related Mortgage Note
and Mortgage; (ii) the realization upon any deficiency judgment obtained against
a Borrower; (iii) the purchase of a Specially Designated Defaulted Pooled
Mortgage Loan by a Special Servicer, the Majority Controlling Class
Certificateholder(s) or any assignee of either of them pursuant to Section 3.18;
(iv) the repurchase or replacement of a Pooled Mortgage Loan or REO Property by
a Pooled Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan
Purchase Agreement; (v) the purchase of a Pooled Mortgage Loan or REO Property
by a Master Servicer, a Special Servicer and/or any Controlling Class
Certificateholder(s) pursuant to Section 9.01; (vi) the acquisition of any
Pooled Mortgage Loan or REO Property by the Sole Certificateholder(s) in
exchange for all the Certificates pursuant to Section 9.01; (vii) the purchase
of the Shell Plaza Pooled Mortgage Loan by the Shell Plaza Non-Pooled
Subordinate Noteholder pursuant to the Shell Plaza Intercreditor


                                      -29-
<PAGE>

Agreement; or (viii) the purchase of the Non-Trust-Serviced Pooled Mortgage Loan
by any holder of a purchase option with respect thereto pursuant to the related
Non-Trust Servicing Agreement and/or the related Mortgage Loan Group
Intercreditor Agreement.

          "Majority Controlling Class Certificateholder(s)": As of any date of
determination, any single Holder or group of Holders of Certificates
representing a majority of the Voting Rights allocated to the Class of Principal
Balance Certificates that constitutes, or the Classes of Principal Balance
Certificates that constitute, the Controlling Class as of such date of
determination.

          "Master Servicer": With respect to any Mortgage Loan and any REO
Property acquired in respect thereof, either (a) if such Mortgage Loan is a PMCF
Pooled Mortgage Loan or any Serviced Non-Pooled Mortgage Loan that is part of
the same Serviced Mortgage Loan Group as a PMCF Pooled Mortgage Loan, PAR, or
any successor thereto appointed as provided herein, or (b) if such Mortgage Loan
is a WFB Pooled Mortgage Loan, a BSCMI Pooled Mortgage Loan or any Serviced
Non-Pooled Mortgage Loan that is part of the same Serviced Mortgage Loan Group
as a WFB Pooled Mortgage Loan or a BSCMI Pooled Mortgage Loan, WFB, or any
successor thereto appointed as provided herein. Any reference herein to a
"Master Servicer" hereunder (including Articles VI and VII hereof) shall, if
such Master Servicer is the one described by clause (a) of this definition, also
be construed to refer to the Servicer Report Administrator to the extent of the
rights granted to and obligations imposed on the Servicer Report Administrator
under this Agreement.

          "Master Servicer Remittance Amount": With respect to either Master
Servicer for any Master Servicer Remittance Date, an amount equal to (a) all
amounts on deposit in such Master Servicer's Collection Account as of 11:00
a.m., New York City time, 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 with
respect to any Pooled Mortgage Loan that are due on a Due Date following the end
of the related Collection Period (or, in the case of the GIC Office Portfolio
Pooled Mortgage Loan due on a Due Date occurring in a month that is subsequent
to the month in which such Collection Period ends), (ii) to the extent not
covered by clause (i) above, any payments of principal (including Principal
Prepayments) and interest (including Post-ARD Additional Interest), Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust
with respect to any Pooled Mortgage Loan or REO Property after the end of the
related Collection Period (or, in the case of the GIC Office Portfolio Pooled
Mortgage Loan due on a Due Date occurring in a month that is subsequent to the
month in which such Collection Period ends), (iii) any Prepayment Premiums
and/or Yield Maintenance Charges Received by the Trust with respect to any
Pooled Mortgage Loan or successor REO Pooled Mortgage Loan with respect thereto
after the end of the related Collection Period, (iv) any Excess Liquidation
Proceeds, (v) any amounts payable or reimbursable to any Person from such
Collection Account pursuant to clauses (ii) through (xxi) of Section 3.05(a),
and (vi) any amounts deposited in such Collection Account in error; provided
that the Master Servicer Remittance Amount with respect to each Master Servicer
for the Master Servicer Remittance Date that occurs in the same calendar month
as the anticipated Final Distribution Date shall be calculated without regard to
clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) 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 any
successor REO Mortgage Loan with respect thereto), the fee designated as such
and payable to the applicable Master Servicer pursuant to Section 3.11(a).

          "Master Servicing Fee Rate": With respect to (i) each Pooled Mortgage
Loan (other than the Non-Trust-Serviced Mortgage Loan) and any successor REO
Pooled Mortgage Loan with respect thereto, including the Shell Plaza Pooled
Mortgage Loan, a rate per annum equal to (a) the rate per annum specified as the
"Administrative Fee Rate" on the Pooled Mortgage Loan Schedule, minus (b) the
sum of (x) the Servicer Report Administrator Fee Rate and (y) the Trustee Fee
Rate; (ii) the Non-Trust Serviced Pooled Mortgage Loan, a rate per annum equal
to 0.01% on an Actual/360 Basis; (iii) the Shell Plaza Non-Pooled Subordinate
Loan, such reasonable rate as is mutually acceptable to the applicable Master



                                      -30-
<PAGE>

Servicer and the Shell Plaza Non-Pooled Subordinate Noteholder; and (iv) the
Lincoln Square Non-Pooled Pari Passu Companion Loans, a rate per annum equal to
0.03%.

          "Material Breach": With respect to any Pooled Mortgage Loan, any
Breach that materially and adversely affects the interests of the
Certificateholders, or any of them, with respect to the affected Pooled Mortgage
Loan, including but not limited to a material and adverse effect on any of the
distributions payable with respect to any of the Certificates or on the value of
such Certificates.

          "Material Document Defect": With respect to any Pooled Mortgage Loan,
any Document Defect that materially and adversely affects the interests of the
Certificateholders, or any of them, with respect to the affected Pooled Mortgage
Loan, including but not limited to a material and adverse effect on any of the
distributions payable with respect to any of the Certificates or on the value of
such Certificates. Notwithstanding the foregoing, the absence of a Specially
Designated Mortgage Loan Document following the date on which such Specially
Designated Mortgage Loan Document is required to be delivered to the Trustee as
described in Section 2.01(d) shall also constitute a Material Document Defect.

          "MERS": Mortgage Electronic Registration Systems, Inc.

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

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

               (b) except as expressly contemplated by the related Mortgage Loan
     Documents, 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, or the delivery of substitute real property
     collateral with a fair market value (as is), that is not less than the fair
     market value (as is) of the property to be released, as determined by an
     Appraisal delivered to the applicable Special Servicer (at the expense of
     the related Borrower and upon which such Special Servicer may conclusively
     rely); or

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

          "Monthly Additional Report on Recoveries and Reimbursements": With
respect to each Collection Period, a report, in the form of Exhibit E-7 (or such
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally and is reasonably acceptable
to each Master Servicer, the Special Servicer, the Servicer Report
Administrator, the Trustee and the Certificate Administrator) that identifies
the following with respect to such Collection Period, in all cases both on a
loan-by-loan basis and in the aggregate:

               (a) the amount of any Advance (and accrued and unpaid Advance
     Interest thereon) that became a Workout-Delayed Reimbursement Amount during
     such Collection Period;

               (b)(i) the amount of any Workout-Delayed Reimbursement Amount
     that was reimbursed to a Master Servicer, a Special Servicer, the Trustee
     or the Fiscal Agent during such Collection Period, (ii) the extent to which
     any reimbursement of a Workout-Delayed Reimbursement Amount made during
     such Collection Period was made from principal advances and collections on
     the related Mortgage Loan received during such Collection Period as
     contemplated by subsection (iii) of Section 3.05(a)(II), (iii) the extent
     to which any reimbursement of a Workout-Delayed Reimbursement Amount made
     during such Collection Period was made from principal


                                      -31-
<PAGE>

     advances and collections on the remainder of the Mortgage Pool received
     during such Collection Period as contemplated by subsection (iii) of
     Section 3.05(a)(II) and (iv) the amount of any related Unliquidated
     Advances;

               (c)(i) the amount of any Unliquidated Advances recovered from the
     related Borrower or otherwise from the proceeds of the related Mortgage
     Loan or REO Property on behalf of the Trust during the current Collection
     Period and (ii) the extent to which any such recovery constitutes an amount
     described by clause (I)(B) of the definition of "Principal Distribution
     Amount";

               (d)(i) the amount of any Unliquidated Advance that became a
     Nonrecoverable Advance in the current Collection Period, and (ii) the
     amount of any Workout-Delayed Reimbursement Amount that arose in a prior
     Collection Period, was not reimbursed to a Master Servicer, a Special
     Servicer, the Trustee or the Fiscal Agent in the current or a prior
     Collection Period (and therefore had not become an Unliquidated Advance)
     but which has became a Nonrecoverable Advance in the current Collection
     Period;

               (e) the amount of any Advance (and accrued and unpaid Advance
     Interest thereon), other than an amount described in clause (d) above, that
     became a Nonrecoverable Advance during such Collection Period;

               (f)(i) the amount of any Nonrecoverable Advance (and accrued and
     unpaid Advance Interest thereon) that was reimbursed to a Master Servicer,
     a Special Servicer, the Trustee or the Fiscal Agent during the current
     Collection Period, and (ii) the extent (if any) to which any reimbursement
     of a Nonrecoverable Advance (and accrued and unpaid Advance Interest
     thereon) was made from principal advances and collections on the Mortgage
     Pool received during such Collection Period as contemplated by subsection
     (iv) of Section 3.05(a)(II);

               (g)(i) the amount of any Advance reimbursed to a Master Servicer,
     a Special Servicer, the Trustee or the Fiscal Agent as a Nonrecoverable
     Advance in a prior Collection Period but recovered from the related
     Borrower or otherwise from the proceeds of the related Mortgage Loan or REO
     Property on behalf of the Trust during the current Collection Period
     (notwithstanding that it was previously determined to constitute a
     Nonrecoverable Advance) and (ii) the extent to which any such amount is an
     amount described by clause (I)(C) of the definition of "Principal
     Distribution Amount"; and

               (h) a reconciliation of Advance Interest that was a component of
     any Workout-Delayed Reimbursement Amount or of any Nonrecoverable Advance,
     any Default Charges collected during the related Collection Period and the
     amount of Default Charges that were applied to pay such Advance Interest.

          The preparation of each Monthly Additional Report on Recoveries and
Reimbursements shall constitute a responsibility of the applicable Master
Servicer and shall not constitute a responsibility of any other party. Each CMSA
Loan Periodic Update File prepared by a Master Servicer shall be accompanied by
a Monthly Additional Report on Recoveries and Reimbursements. Notwithstanding
anything in this Agreement to the contrary, the applicable Master Servicer shall
not be required to deliver a Monthly Additional Report on Recoveries and
Reimbursements (and the relevant CMSA Loan Periodic Update File need not be
accompanied by any such report) with respect to any Collection Period for which
all of the entries in the report would be "zero" or "not applicable."

          "Monthly Payment": With respect to any Mortgage Loan, as of any Due
Date, the scheduled monthly debt service payment (or, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, the minimum monthly debt
service payment required to be paid on a current basis) on such Mortgage Loan
that is actually payable by the related Borrower 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
Borrower or by reason of a modification, extension, waiver or amendment granted
or agreed to by the applicable Master Servicer or the applicable Special
Servicer pursuant to Section 3.20 (or, in the case of the Non-Trust-Serviced
Pooled Mortgage Loan, by the applicable Non-Trust Master Servicer or the
applicable Non-Trust Special Servicer pursuant to the relevant Non-Trust
Servicing Agreement)), including any Balloon Payment payable in respect of such
Mortgage Loan on such Due Date; provided that the Monthly Payment due in respect
of any Mortgage Loan shall not include Default Interest; and provided,


                                      -32-
<PAGE>

further, that the Monthly Payment due in respect of any ARD Mortgage Loan after
its Anticipated Repayment Date shall not include Additional Interest.

          "Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the other parties
hereto, and specific ratings of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of
Moody's, be deemed to refer to such applicable rating category of Moody's,
without regard to any plus or minus or other comparable rating qualification.

          "Mortgage": With respect to any Mortgage Loan, separately and
collectively, as the context may require, each mortgage, deed of trust, deed to
secure debt or similar document that secures the related Mortgage Note and
creates a lien on the related Mortgaged Property.

          "Mortgage File": With respect to any Pooled Mortgage Loan, the
following documents collectively:

               (i) the original executed Mortgage Note, endorsed (either on the
     face thereof or pursuant to a separate allonge) "Pay to the order of
     LaSalle Bank National Association, as Trustee for the registered holders of
     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, 2004-PWR4, without recourse, representation or
     warranty" or in blank, and further showing a complete, unbroken chain of
     endorsement from the originator; or alternatively, if the original executed
     Mortgage Note has been lost, a lost note affidavit and indemnity with a
     copy of such Mortgage Note;

               (ii) an original or a copy of the Mortgage, together with
     originals or copies of any and all intervening assignments thereof prior to
     the assignment to the Trustee, in each case (unless the particular item has
     been delivered to but not returned from the applicable recording office)
     with evidence of recording indicated thereon; provided that if the original
     (or, in the case of the Non-Trust-Serviced Pooled Mortgage Loan, a copy) of
     the Mortgage cannot be delivered with evidence of recording thereon on or
     prior to the 90th day following the Closing Date because of a delay caused
     by the public recording office where such original Mortgage has been
     delivered for recordation, or because the public recording office retains
     the original or because such original Mortgage has been lost, there shall
     be delivered to the Trustee or a Custodian on its behalf a true and correct
     copy of such Mortgage, together with (A) in the case of a delay caused by
     the public recording office, an Officer's Certificate of the applicable
     Pooled Mortgage Loan Seller stating that such original Mortgage has been
     sent to the appropriate public recording official for recordation or (B) in
     the case of an original Mortgage that has been lost after recordation or
     retained by the appropriate public recording office, a certification by the
     appropriate county recording office where such Mortgage is recorded that
     such copy is a true and complete copy of the original recorded Mortgage;

               (iii) the 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
     (which, in the case of each related Mortgage that has been recorded in the
     name of MERS or its designee (each such Mortgage a "Designated MERS
     Mortgage"), may be MERS), if any, in each case (unless the particular item
     has not been returned from the applicable recording office) with evidence
     of recording thereon;

               (iv) except in the case of the Non-Trust-Serviced Pooled Mortgage
     Loan, an original executed assignment, in recordable form (except for
     recording information not yet available if the instrument being assigned
     has not been returned from the applicable recording office), of (A) the
     Mortgage and (B) any related Assignment of Leases (if such item is a
     document separate from the Mortgage), in favor of "LaSalle Bank



                                      -33-
<PAGE>

     National Association, in its capacity as Trustee for the registered holders
     of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, Series 2004-PWR4" or, in the case of the Shell
     Plaza Pooled Mortgage Loan, in favor of "LaSalle Bank National Association,
     in its capacity as Trustee for the registered holders of Bear Stearns
     Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
     Certificates, Series 2004-PWR4, and in its capacity as lead lender on
     behalf of the Shell Plaza Non-Pooled Subordinate Noteholder" (or, in each
     case, a copy thereof, certified to be the copy of such assignment submitted
     for recording); provided, however, that, if the related Mortgage is a
     Designated MERS Mortgage, no assignment of Mortgage or any related
     Assignment of Leases in favor of the Trustee will be required to be
     prepared or delivered and instead, the related Pooled Mortgage Loan Seller
     shall take all actions as are necessary to cause the Trustee to be shown
     as, and the Trustee shall take all actions necessary to confirm that it is
     shown as, the owner of the related Mortgage on the records of MERS for
     purposes of the system of recording transfers of beneficial ownership of
     mortgages maintained by MERS;

               (v) an original or a 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 (which, in
     the case of a Designated MERS Mortgage, may be MERS), if any;

               (vi) except in the case of the Non-Trust-Serviced Pooled Mortgage
     Loan, 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 in favor of "LaSalle Bank National Association, in
     its capacity as Trustee for the registered holders of Bear Stearns
     Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
     Certificates, Series 2004-PWR4" (or, in the case of the Shell Plaza Pooled
     Mortgage Loan, in favor of "LaSalle Bank National Association, in its
     capacity as Trustee for the registered holders of Bear Stearns Commercial
     Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
     Series 2004-PWR4, and in its capacity as lead lender on behalf of the Shell
     Plaza Non-Pooled Subordinate Noteholder"), which assignment may (in any
     case) be included as part of the corresponding assignment of Mortgage
     referred to in clause (iv) above; provided, however, that, if the related
     Mortgage is a Designated MERS Mortgage, no assignment of a related Security
     Agreement in favor of the Trustee will be required to be prepared or
     delivered and instead, the related Pooled Mortgage Loan Seller shall take
     all actions as are necessary to cause the Trustee to be shown as, and the
     Trustee shall take all actions necessary to confirm that it is shown as,
     the owner of the related Mortgage on the records of MERS for purposes of
     the system of recording transfers of beneficial ownership of mortgages
     maintained by MERS

               (vii) originals or copies of any assumption, modification,
     written assurance, consolidation, extension and substitution agreements, if
     any, with evidence of recording thereon if the applicable document or
     instrument being modified or assumed, was recorded (unless the particular
     item has not been returned from the applicable recording office), in those
     instances where the terms or provisions of the Mortgage, Mortgage Note or
     any related security document have been materially modified or the Mortgage
     Loan has been assumed;

               (viii) the original or a copy of the policy or certificate of
     lender's title insurance issued in connection with such Mortgage Loan (or,
     if the policy has not yet been issued, an original or copy of a written
     commitment "marked-up" at the closing of such Mortgage Loan, interim binder
     or the pro forma title insurance policy, in each case evidencing a binding
     commitment to issue such policy);

               (ix) (A) filed copies (with evidence of filing) of any prior
     effective UCC Financing Statements in favor of the originator of such
     Mortgage Loan or in favor of any assignee prior to the Trustee (but only to
     the extent the related Pooled Mortgage Loan Seller had possession of such
     UCC Financing Statements prior to the Closing Date) and (B) except in the
     case of the Non-Trust-Serviced Pooled Mortgage Loan, an original assignment
     thereof, in form suitable for filing, in favor of "LaSalle Bank National
     Association, in its capacity as Trustee for the registered holders of Bear
     Stearns Commercial Mortgage Securities Inc., Commercial


                                      -34-
<PAGE>

     Mortgage Pass-Through Certificates, 2004-PWR4" (or, in the case of the
     Shell Plaza Pooled Mortgage Loan, in favor of "LaSalle Bank National
     Association, in its capacity as Trustee for the registered holders of Bear
     Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, Series 2004-PWR4, and in its capacity as lead
     lender on behalf of the Shell Plaza Non-Pooled Subordinate Noteholder");
     provided if the related Mortgage is a Designated MERS Mortgage, no UCC
     Financing Statement in favor of the Trustee will be required to be prepared
     or delivered;

               (x) if a material portion of the interest of the Borrower in the
     related Mortgaged Property consists of a leasehold interest, the original
     or a copy of the Ground Lease relating to such Mortgage Loan, together with
     a notice to the related ground lessor of the transfer of the Mortgage Loan
     to the Trust or the Trustee on its behalf;

               (xi) except in the case of the Non-Trust-Serviced Pooled Mortgage
     Loan, any original documents not otherwise described in the preceding
     clauses of this definition relating to, evidencing or constituting
     Additional Collateral (except that in the case of any such documents in the
     form of a Letter of Credit, either (x) the "Mortgage File" shall contain
     the original of such Letter of Credit or (y) the "Mortgage File" shall
     contain copies of such Letter of Credit and the original if any shall be
     delivered to the applicable Master Servicer and, if applicable, the
     originals or copies of any intervening assignments thereof;

               (xii) an original or a copy of the loan agreement, if any,
     related to such Mortgage Loan;

               (xiii) an original or a copy of the related guaranty of payment
     under such Mortgage Loan, if any;

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

               (xv) an original or a copy of the environmental indemnity from
     the related Borrower or other party, if any;

               (xvi) an original or a copy of any intercreditor agreement or
     similar agreement relating to such Mortgage Loan (including, in the case of
     the Shell Plaza Pooled Mortgage Loan, the Lincoln Square Loan Group or the
     Non-Trust-Serviced Pooled Mortgage Loan, the related Mortgage Loan Group
     Intercreditor Agreement);

               (xvii) an original or a copy of any management agreement with
     respect to the related Mortgaged Property if the manager thereunder is not
     an Affiliate of the Borrower and the initial Stated Principal Balance of
     such Mortgage Loan is greater than $20,000,000;

               (xviii) an original or a copy of any master operating lease with
     respect to the related Mortgaged Property;

               (xix) an original or a copy of any related Environmental
     Insurance Policy;

               (xx) if the related Mortgaged Property is a hospitality property
     that is subject to a franchise or similar arrangement, (a) an original or a
     copy of any franchise or similar agreement and (b) either (i) a signed copy
     of the comfort letter delivered by the franchisor or similar person for the
     benefit of the holder of the Mortgage Loan in connection with the Pooled
     Mortgage Loan Seller's origination or acquisition of the Mortgage Loan,
     together with such instrument(s) of notice or transfer (if any) as are
     necessary to transfer or assign to the Trust or the Trustee the benefits of
     such comfort letter, or (ii) a copy of the comfort letter delivered by the
     franchisor or similar person for the benefit of the holder of the Mortgage
     Loan in connection with such origination or acquisition of the Mortgage
     Loan, together with a signed copy or a fax copy of a new comfort letter (in
     substantially the same form and substance as the comfort letter delivered
     in connection with such origination or



                                      -35-
<PAGE>

     acquisition) by the franchisor or similar person for the benefit of the
     Trust or the Trustee (and, if a fax copy of a new comfort letter is
     delivered, then the original copy shall be included in the "Mortgage File"
     promptly following receipt thereof by the related Pooled Mortgage Loan
     Seller); and

               (xxi) a checklist (a "Mortgage File Checklist") of the applicable
     documents described above and delivered in connection with the origination
     of such Mortgage Loan (which checklist may be in a reasonable form selected
     by the related Pooled Mortgage Loan Seller);

provided, however, that (A) whenever the term "Mortgage File" is used to refer
to documents actually received by the Trustee or by a Custodian on its behalf,
such term shall not be deemed to include such documents required to be included
therein unless they are actually so received, and with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (vi), (vii) and (ix) through (xx) of this definition, shall
be deemed to include such documents only to the extent the Trustee or a
Custodian on its behalf has actual knowledge of their existence (and the Trustee
or such Custodian, as the case may be, shall be deemed to have actual knowledge
of the existence of any document listed on the related Mortgage File Checklist);
(B) the "Mortgage File" for each Pooled Mortgage Loan that is included in a
Serviced Mortgage Loan Group shall include a photocopy of the executed Mortgage
Note for each Serviced Non-Pooled Mortgage Loan that is included in such
Serviced Mortgage Loan Group; (C) all the documents in the Mortgage File for the
Shell Plaza Pooled Mortgage Loan (other than the Mortgage Note for such Pooled
Mortgage Loan and any allonges thereto) shall be deemed to be contained in the
"Mortgage File" for the Shell Plaza Non-Pooled Subordinate Loan (without any
additional copies) and references herein to the "Mortgage File" for the Shell
Plaza Non-Pooled Subordinate Loan shall be construed in accordance with this
statement; and (D) the "Mortgage File" for the Non-Trust-Serviced Pooled
Mortgage Loan shall also include a copy of the related Non-Trust Servicing
Agreement in effect as of the Closing Date and photocopies of all transfer
documents comparable to those documents described in clauses (iv), (vi) and
(ix)(B) of this definition (originals of which were delivered to the applicable
trustee under the related Non-Trust Servicing Agreement).

          "Mortgage File Checklist": As defined in clause (xxi) of the
definition of "Mortgage File".

          "Mortgage Loan": Any Pooled Mortgage Loan or Non-Pooled Mortgage Loan.
As used herein, the term "Mortgage Loan" includes the related Mortgage Loan
Documents.

          "Mortgage Loan Documents": With respect to any Mortgage Loan, the
documents included or required to be included, as the context may require, in
the related Mortgage File and Servicing File.

          "Mortgage Loan Group": Each of the Shell Plaza Loan Group, the GIC
Office Portfolio Loan Group and the Lincoln Square Loan Group, as applicable..

          "Mortgage Loan Group Intercreditor Agreement": Each of the Shell Plaza
Intercreditor Agreement, the GIC Office Portfolio Intercreditor Agreement and
the Lincoln Square Intercreditor Agreement, as applicable.

          "Mortgage Note": The original executed promissory note evidencing the
indebtedness of a Borrower under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.

          "Mortgage Pool": All of the Pooled Mortgage Loans and any successor
REO Pooled Mortgage Loans, collectively, as of any particular date of
determination.

          "Mortgage Rate": With respect to each Mortgage Loan (and any successor
REO Mortgage Loan with respect thereto), the related 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 related Mortgage Note and
applicable law, as such rate may be modified in accordance with Section 3.20
(or, in the case of the Non-Trust-Serviced Pooled Mortgage Loan, by the
applicable Non-Trust Master Servicer or the applicable Non-Trust Special
Servicer in accordance with the applicable


                                      -36-
<PAGE>

Non-Trust Servicing Agreement) or in connection with a bankruptcy, insolvency or
similar proceeding involving the related Borrower. In the case of each ARD
Mortgage Loan, the related Mortgage Rate shall increase in accordance with the
related Mortgage Note if the particular loan is not paid in full by its
Anticipated Repayment Date.

          "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, if and
when the context may require, "Mortgaged Property" shall mean, collectively, all
the mortgaged real properties (together with all improvements and fixtures
thereon) securing the relevant Cross-Collateralized Group.

          "Mortgagee": The holder of legal title to any Mortgage Loan, together
with any third parties through which such holder takes actions with respect to
such Mortgage Loan.

          "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 (and prepayment resulting from the receipt of Insurance
Proceeds or Condemnation Proceeds) on the Pooled Mortgage Loans during the
related Collection Period, exceeds (b) the aggregate amount of the Compensating
Interest Payments remitted by the Master Servicers pursuant to Section 3.19(c)
on the Master Servicer Remittance Date related to such Distribution Date.

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

          "Net Default Charges": With respect to any Pooled Mortgage Loan or
successor REO Pooled Mortgage Loan, the Default Charges referred to in clause
third of Section 3.28(a), which are payable to the applicable Master Servicer as
Additional Master Servicing Compensation or the applicable Special Servicer as
Additional Special Servicing Compensation.

          "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 (exclusive, in the case of a Servicing Account, a
Reserve Account or the Defeasance Deposit Account, of any portion of such
interest or other income payable to a Borrower in accordance with the related
loan documents and applicable law), exceeds the aggregate of all losses and
costs, if any, incurred during such Collection Period in connection with the
investment of such funds in accordance with Section 3.06 (exclusive, in the case
of a Servicing Account, a Reserve Account or the Defeasance Deposit Account, of
any portion of such losses that were incurred in connection with investments
made for the benefit of a Borrower).

          "Net Investment Loss": With respect to any Investment Account for any
Collection Period, the amount by which the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of
funds held in such Investment Account for the benefit of a Master Servicer, a
Special Servicer or the Certificate Administrator, as applicable, in accordance
with Section 3.06 (exclusive, in the case of a Servicing Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such losses that
were incurred in connection with investments made for the benefit of a Borrower)
(and other than losses of what would otherwise have constituted interest or
other income earned on such funds), exceeds the aggregate of all interest and
other income realized during such Collection Period in connection with the
investment of such funds for the benefit of such Master Servicer, such Special
Servicer or the Certificate Administrator, as applicable, in accordance with
Section 3.06; provided that, in the case of any Investment Account and any
particular investment of funds in such Investment Account, Net Investment Loss
shall not include any loss with respect to such investment which is incurred
solely as a result of the insolvency of the federal or


                                      -37-
<PAGE>

state chartered depositary institution or trust company at which such Investment
Account is maintained, so long as such depositary institution or trust company
(a) satisfied the qualifications set forth in the definition of "Eligible
Account" both at the time such investment was made and also as of a date not
more than 30 days prior to the date of such loss and (b) is not the same Person
as the Person that made the relevant investment.

          "Net Liquidation Proceeds": The excess, if any, of all Liquidation
Proceeds Received by the Trust with respect to any particular Specially Serviced
Mortgage Loan or Administered REO Property, over the amount of all Liquidation
Expenses incurred with respect thereto and all related Servicing Advances
reimbursable therefrom.

          "Net Mortgage Rate": With respect to (i) any Pooled Mortgage Loan (or
any successor REO Pooled Mortgage Loan with respect thereto), the rate per annum
equal to (a) the related Mortgage Rate minus (b) the related Administrative Fee
Rate and, in the case of an ARD Mortgage Loan after its Anticipated Repayment
Date, the related Post-ARD Additional Interest Rate, and (ii) the Serviced
Non-Pooled Mortgage Loans (or any successor REO Mortgage Loan with respect
thereto), the rate per annum equal to (a) the related Mortgage Rate minus (b)
the related Master Servicing Fee Rate.

          "New Lease": Any lease of an Administered REO Property entered into at
the direction of the Special Servicer, including any lease renewed, modified or
extended on behalf of the Trustee.

          "Non-Pooled Mortgage Loan": Any of the Shell Plaza Non-Pooled
Subordinate Loan, the GIC Office Portfolio Non-Pooled Pari Passu Companion
Loans, the GIC Office Portfolio Non-Pooled Subordinate Loan and the Lincoln
Square Non-Pooled Pari Passu Companion Loans. "Non-Pooled Noteholder": Any of
the Shell Plaza Non-Pooled Subordinate Noteholder, the GIC Office Portfolio
Non-Pooled Pari Passu Companion Noteholders, the GIC Office Portfolio Non-Pooled
Subordinate Noteholders and the Lincoln Square Non-Pooled Pari Passu Companion
Noteholders.

          "Non-Pooled Pari Passu Companion Loan": Any of the GIC Office
Portfolio Non-Pooled Pari Passu Companion Loans and the Lincoln Square
Non-Pooled Pari Passu Companion Loans.

          "Nonrecoverable Advance": Any Nonrecoverable P&I Advance (including
any Unliquidated Advance that constitutes a Nonrecoverable P&I Advance)) or
Nonrecoverable Servicing Advance (including any Unliquidated Advance that
constitutes a Nonrecoverable Servicing Advance).

          "Nonrecoverable P&I Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section 4.03(c), any
P&I Advance, or any Unliquidated Advance in respect of a prior P&I Advance,
previously made and any P&I Advance contemplated to be made in respect of any
Pooled Mortgage Loan or related successor REO Pooled Mortgage Loan that, as
determined by the applicable Master Servicer or, if applicable, by the Trustee
or the Fiscal Agent, or by the applicable Special Servicer pursuant to the
second paragraph of Section 4.03(c), in its reasonable, good faith judgment,
will not be ultimately recoverable, or in fact was not, ultimately recovered,
from late payments, Default Charges, Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds or any other recovery on or in respect of such Mortgage
Loan or the related REO Property (without giving effect to potential recoveries
on deficiency judgments or recoveries from guarantors). In the case of a
Cross-Collateralized Mortgage Loan, such recoverability determination shall take
into account the cross-collateralization of the related Cross-Collateralized
Group. In connection with each Pooled Mortgage Loan that is part of a Mortgage
Loan Group that includes a Non-Pooled Pari Passu Companion Loan, if the
applicable Master Servicer receives a written notice described in clause (i) of
the third paragraph of Section 4.03(c) to the effect that the master servicer or
other comparable party responsible for debt service advances with respect to
such Non-Pooled Pari Passu Companion Loan under the related pooling and
servicing agreement has determined, pursuant to such agreement, that any debt
service advance made or to be made with respect to such Non-Pooled Pari Passu
Companion Loan (or any successor REO mortgage loan with respect thereto) would
not ultimately be recoverable out of collections on such Mortgage Loan (or such
REO mortgage loan), then any prospective P&I Advance on the related Pooled
Mortgage Loan (or any successor REO Mortgage Loan) under this Agreement shall be
deemed to


                                      -38-
<PAGE>

constitute a Nonrecoverable Advance, notwithstanding the absence of any
determination (as otherwise contemplated above and by Section 4.03(c)) by any
party hereto that any prior P&I Advance or any prospective P&I Advance on such
Pooled Mortgage Loan constitutes a Nonrecoverable Advance, and such Master
Servicer (or the Trustee or the Fiscal Agent, if applicable) shall not make any
such prospective P&I Advance unless such Master Servicer (or the Trustee or the
Fiscal Agent, if applicable) has consulted with such other master servicer or
comparable party and they both agree that circumstances with respect to such
Mortgage Loan have changed such that a proposed future P&I Advance would not be
a Nonrecoverable Advance. Notwithstanding the preceding sentence, each party to
this Agreement with the discretion to determine that a P&I Advance constitutes a
Nonrecoverable Advance (as otherwise contemplated above and by Section 4.03(c))
shall continue to have such discretion.

          "Nonrecoverable Servicing Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section 3.11(h), any
Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing
Advance, previously made, and any Servicing Advance proposed to be made, in
respect of any Mortgage Loan or REO Property that, as determined by the
applicable Master Servicer or, if applicable, the Trustee or the Fiscal Agent,
in its reasonable, good faith judgment, will not be ultimately recoverable, or
in fact was not, ultimately recovered, from late payments, Default Charges,
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other
recovery on or in respect of such Mortgage Loan or such REO Property (without
giving effect to potential recoveries on deficiency judgments or recoveries from
guarantors). In the case of a Cross-Collateralized Mortgage Loan, such
recoverability determination shall take into account the cross-collateralization
of the related Cross-Collateralized Group.

          "Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing Date, the
Class X, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class Q, Class R and Class V Certificates are Non-Registered
Certificates.

          "Non-Trust Master Servicer": With respect to the Non-Trust-Serviced
Pooled Mortgage Loan, the master servicer under the related Non-Trust Servicing
Agreement.

          "Non-Trust-Serviced Mortgage Loan Group": Any Mortgage Loan Group that
is primarily serviced and administered under the pooling and servicing agreement
for another commercial mortgage securitization trust. Only the GIC Office
Portfolio Loan Group constitutes a Non-Trust Serviced Mortgage Loan Group.

          "Non-Trust-Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan
that is part of the Non-Trust-Serviced Mortgage Loan Group. Only the GIC Office
Portfolio Pooled Mortgage Loan constitutes the Non-Trust-Serviced Pooled
Mortgage Loan.

          "Non-Trust Servicing Agreement": With respect to the
Non-Trust-Serviced Pooled Mortgage Loan and the Non-Trust-Serviced Mortgage Loan
Group of which it is a part, the separate agreement pursuant to which such
Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Pooled Pari Passu
Companion Loan are (or, if applicable, any related REO Property is) to be
principally serviced and administered. Only the Series 2004-C1 PSA constitutes a
Non-Trust Servicing Agreement.

          "Non-Trust Special Servicer": With respect to the Non-Trust-Serviced
Pooled Mortgage Loan, the special servicer under the related Non-Trust Servicing
Agreement.

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

          "Officer's Certificate": A certificate signed by a Servicing Officer
of a Master Servicer or Special Servicer or a Responsible Officer of the
Certificate Administrator, the Trustee or the Fiscal Agent, as the case may be,
or, with respect to any other Person, a certificate signed by any of the
Chairman of the Board, the Vice Chairman of the Board, the President, any Vice
President or Managing Director, an Assistant Vice President or any other
authorized officer (however denominated) or another officer customarily
performing functions similar to those performed by any of


                                      -39-
<PAGE>

the above designated officers or, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

          "Opinion of Counsel": A written opinion of counsel (who must, in the
case of any such opinion relating to the taxation of the Trust Fund or any
portion thereof, the status of any REMIC Pool as a REMIC, the status of either
Grantor Trust Pool as a Grantor Trust for taxation purposes or a resignation
under Section 6.04, be Independent counsel, but who otherwise may be salaried
counsel for the Depositor, the Certificate Administrator, the Trustee, the Tax
Administrator, the Fiscal Agent, either Master Servicer or either Special
Servicer), which written opinion is acceptable and delivered to the addressee(s)
thereof and which Opinion of Counsel, except as provided herein, shall not be at
the expense of the Certificate Administrator, the Trustee or the Trust Fund.

          "Option Period": As defined in Section 3.18(c).

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

          "Original BSCMI Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-B.

          "Original Pooled Mortgage Loans": The mortgage loans initially
identified on the schedules attached hereto as Schedule I-A, Schedule I-B and
Schedule I-C.

          "Original PMCF Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-A.

          "Original WFB Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-C.

          "Other Crossed Loans": As defined in Section 2.03(b).

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

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

          "P&I Advance": With respect to any Pooled Mortgage Loan or REO Pooled
Mortgage Loan, any advance made by the applicable Master Servicer, the Trustee
or the Fiscal Agent pursuant to Section 4.03.

          "P&I Advance Date": The Business Day preceding each Distribution Date.

          "PAR": Prudential Asset Resources, Inc. or its successor in interest.

          "Pass-Through Rate": The per annum rate at which interest accrues in
respect of any Class of Regular Interest Certificates during any Interest
Accrual Period, as set forth in or otherwise calculated in accordance with
Section 2.17(f).

          "Past Grace Period Loan": With respect to any Monthly Payment or
Assumed Monthly Payment due and payable, or deemed due and payable, in respect
of any particular Pooled Mortgage Loan, the status attributable to that Mortgage
Loan by reason of, if applicable, the fact that such Monthly Payment or Assumed
Monthly Payment remains unpaid past its Due Date and past any applicable grace
period for such Monthly Payment or Assumed Monthly Payment.

          "Percentage Interest": With respect to (a) any Regular Interest
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal


                                      -40-
<PAGE>

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 as of the Closing Date; and (b) any
Class R or Class V Certificate, the percentage interest in distributions to be
made with respect to the relevant Class, as stated on the face of such
Certificate.

          "Performance Certification": As defined in Section 8.15(b).

          "Performing Party": As defined in Section 8.15(b).

          "Performing Serviced Mortgage Loan": Any Serviced Mortgage Loan that
is not a Specially Serviced Mortgage Loan.

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

          (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 that each
                 such obligation is backed by the full faith and credit of the
                 United States;

          (ii)   repurchase agreements on obligations specified in clause (i),
                 provided that the short-term unsecured debt obligations of the
                 party agreeing to repurchase such obligations are at the time
                 of investment rated in the highest short-term debt rating
                 category of each of Moody's and Fitch (or, in the case of any
                 Rating Agency, have such lower rating as will not result in an
                 Adverse Rating Event with respect to such Rating Agency and any
                 Class of Rated Certificates, as confirmed in writing to the
                 Trustee by such Rating Agency);

          (iii)  federal funds, unsecured uncertificated certificates of
                 deposit, time deposits and bankers' acceptances of any bank or
                 trust company organized under the laws of the United States or
                 any state thereof, provided that the short-term unsecured debt
                 obligations of such bank or trust company are at the time of
                 investment rated in the highest short-term debt rating category
                 of each of Moody's and Fitch (or, in the case of any Rating
                 Agency, have such lower rating as will not result in an Adverse
                 Rating Event with respect to such Rating Agency and any Class
                 of Rated Certificates, as confirmed in writing to the Trustee
                 by such Rating Agency);

          (iv)   commercial paper of any corporation incorporated under the laws
                 of the United States or any state thereof (or of any
                 corporation not so incorporated, provided that the commercial
                 paper is United States Dollar denominated and amounts payable
                 thereunder are not subject to any withholding imposed by any
                 non-United States jurisdiction), provided that such commercial
                 paper is rated in the highest short-term debt rating category
                 of each of Moody's and Fitch (or, in the case of any Rating
                 Agency, has such lower rating as will not result in an Adverse
                 Rating Event with respect to such Rating Agency and any Class
                 of Rated Certificates, as confirmed in writing to the Trustee
                 by such Rating Agency);

          (v)    units of money market funds (including those managed or advised
                 by the Certificate Administrator or its Affiliates) which
                 maintain a constant net asset value, provided that such units
                 of money market funds are rated in the highest applicable
                 rating category of each of Moody's and Fitch (or, in the case
                 of any Rating Agency, have such lower rating as will not result
                 in an Adverse Rating Event with respect to such Rating Agency
                 and any Class of Rated Certificates, as confirmed in writing to
                 the Certificate Administrator by such Rating Agency); or

          (vi)   any other obligation or security that is acceptable to each
                 Rating Agency and will not result in an Adverse Rating Event
                 with respect to any Class of Rated Certificates, as confirmed
                 in writing to the Trustee and Certificate Administrator by each
                 relevant Rating Agency;

                                      -41-
<PAGE>

provided that (A) no investment described hereunder shall evidence either the
right to receive (1) only interest with respect to such investment or (2) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations, (B) 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, (C) 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 (D) no investment described
hereunder may have an "r" highlighter or other comparable qualifier attached to
its rating; and provided, further, that each investment described hereunder must
have (X) a predetermined fixed amount of principal due at maturity (that cannot
vary or change), (Y) an original maturity of not more than 365 days and a
remaining maturity of not more than 30 days and (Z) except in the case of a
Permitted Investment described in clause (v) of this definition, a fixed
interest rate or an interest rate that is tied to a single interest rate index
plus a single fixed spread and moves proportionately with that index; and
provided, further, that each investment described hereunder must be a "cash flow
investment" (within the meaning of the REMIC Provisions).

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

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

          "Phase I Environmental Assessment": A "Phase I assessment" as
described in, and meeting the criteria of, the American Society for Testing and
Materials, plus a radon and asbestos inspection.

          "Plan": Any of those employee benefit plans and other retirement
arrangements, including individual retirement accounts and annuities, and Keogh
plans and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that are subject to ERISA or Section 4975 of the Code.

          "PMCF": Prudential Mortgage Capital Funding, LLC, or its successor in
interest.

          "PMCF Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either
an Original PMCF Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan that
was delivered under the PMCF Pooled Mortgage Loan Purchase Agreement in
substitution for an Original PMCF Pooled Mortgage Loan.

          "PMCF Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of June 24, 2004, between PMCF as
seller and the Depositor as purchaser.

          "Pooled Mortgage Loan": Each of the Original Pooled Mortgage Loans and
Replacement Pooled Mortgage Loans that are from time to time held in the Trust
Fund, including any such mortgage loan that has been wholly or partially
defeased. As used herein, the term "Pooled Mortgage Loan" includes the related
Mortgage Loan Documents.

          "Pooled Mortgage Loan Purchase Agreement": Any of the BSCMI Pooled
Mortgage Loan Purchase Agreement, the WFB Pooled Mortgage Loan Purchase
Agreement and the PMCF Pooled Mortgage Loan Purchase Agreement.

                                      -42-
<PAGE>

          "Pooled Mortgage Loan Schedule": Collectively, the three schedules of
Pooled Mortgage Loans attached hereto as Schedule I-A, Schedule I-B and Schedule
I-C, respectively, as any such schedule may be amended from time to time in
accordance with this Agreement. Such schedules shall set forth the following
information with respect to each Pooled Mortgage Loan:

          (i)    the loan number assigned to the Pooled Mortgage Loan on the
                 books and records of the related Pooled Mortgage Loan Seller as
                 of the Closing Date and the identification number assigned to
                 such in the Prospectus Supplement;

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

          (iii)  the (A) original principal balance and (B) Cut-off Date
                 Principal Balance;

          (iv)   the amount of the Monthly Payment due on the first Due Date
                 following the Closing Date (and, if a Pooled Mortgage Loan
                 currently requires only payments of interest but begins to
                 amortize prior to maturity, on the first Due Date after
                 amortization begins);

          (v)    the Mortgage Rate as of the Closing Date and the Interest
                 Accrual Basis;

          (vi)   the maturity date and the original and remaining term to stated
                 maturity (or, in the case of a Pooled Mortgage Loan that is an
                 ARD Mortgage Loan, the Anticipated Repayment Date and the
                 original and remaining term to the Anticipated Repayment Date);

          (vii)  in the case of a Pooled Mortgage Loan that is a Balloon
                 Mortgage Loan or an ARD Mortgage Loan, the original and
                 remaining amortization term;

          (viii) whether such Pooled Mortgage Loan is a Cross-Collateralized
                 Mortgage Loan and, if so, an identification of the Mortgage
                 Loans with which such Mortgage Loan is cross-collateralized;

          (ix)   whether such Pooled Mortgage Loan provides for defeasance and
                 if so, the period during which defeasance may occur;

          (x)    whether such Pooled Mortgage Loan is secured by a fee simple
                 interest in the related Mortgaged Property; by the Borrower's
                 leasehold interest, and a fee simple interest, in the related
                 Mortgaged Property; or solely by a leasehold interest in the
                 related Mortgaged Property;

          (xi)   the name of the related Pooled Mortgage Loan Seller;

          (xii)  the Administrative Fee Rate;

          (xiii) the Due Date;

          (xiv)  the number of grace days before such Pooled Mortgage Loan
                 requires a late payment charge in connection with a delinquent
                 Monthly Payment;

          (xv)   whether there exists (and, if so, the amount of) any letter of
                 credit that constitutes Additional Collateral;

          (xvi)  whether repayment of such Pooled Mortgage Loan is guaranteed by
                 a guarantor; and

          (xvii) the initial Master Servicer and the Master Servicing Fee Rate
                 for such Pooled Mortgage Loan.

                                      -43-
<PAGE>

          "Pooled Mortgage Loan Sellers": Collectively, WFB, BSCMI and PMCF.

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

          "Post-ARD Additional Interest Rate": With respect to any ARD Mortgage
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.

          "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the Pooled
Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests
and the Certificates for federal income tax purposes, the assumptions that each
Pooled Mortgage Loan that is an ARD Mortgage Loan is paid in its entirety on its
Anticipated Prepayment Date and that no Pooled Mortgage Loan is otherwise
voluntarily prepaid prior to its Stated Maturity Date.

          "Prepayment Interest Excess": With respect to any Pooled Mortgage Loan
(including the Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a
Principal Prepayment in full or in part made (or, if resulting from the
application of Insurance Proceeds or Condemnation Proceeds, any other early
recovery of principal received) after the Due Date for such Pooled Mortgage Loan
in any Collection Period (or, in the case of the GIC Office Portfolio Pooled
Mortgage Loan, after the Due Date occurring in the calendar month preceding the
calendar month in which any Collection Period ends), any payment of interest
(net of related Master Servicing Fees (and, in the case of the
Non-Trust-Serviced Pooled Mortgage Loan, the master or similar servicing and
administrative fees payable therefrom under the related Non-Trust Servicing
Agreement) and, in any case, further net of any portion of such interest that
represents Default Charges or Post-ARD Additional Interest) actually Received by
the Trust and collected from the related Borrower or out of such Insurance
Proceeds or Condemnation Proceeds, as the case may be, and intended to cover the
period from and after such Due Date to, but not including, the date of
prepayment (exclusive, for the avoidance of doubt, of any related Prepayment
Premium or Yield Maintenance Charge that may have been collected).

          "Prepayment Interest Shortfall": With respect to any Pooled Mortgage
Loan (including the Non-Trust-Serviced Pooled Mortgage Loan) that was subject to
a Principal Prepayment in full or in part made (or, if resulting from the
application of Insurance Proceeds or Condemnation Proceeds, any other early
recovery of principal received) prior to the Due Date for such Pooled Mortgage
Loan in any Collection Period (or, in the case of the GIC Office Portfolio
Pooled Mortgage Loan, prior to the Due Date occurring in the calendar month
preceding the calendar month in which any Collection Period ends, the amount of
interest, to the extent not collected from the related Borrower or otherwise
(without regard to any Prepayment Premium or Yield Maintenance Charge that may
have been collected) not Received by the Trust, that would have accrued at a
rate per annum equal to the related Mortgage Rate (net of the Master Servicing
Fee Rate (and, in the case of the Non-Trust-Serviced Pooled Mortgage Loan, the
rate per annum at which the master or similar servicing and administrative fees
payable therefrom under the related Non-Trust Servicing Agreement accrue as set
forth in the definition of "Administrative Fee Rate") and, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD
Additional Interest Rate) on the amount of such Principal Prepayment (or other
early recovery of principal) during the period from the date to which interest
thereon was paid by the related Borrower to, but not including, such Due Date.

          "Prepayment Premium": With respect to any Mortgage Loan, any premium,
fee or other additional amount (other than a Yield Maintenance Charge) paid or
payable, as the context requires, by a Borrower in connection with a Principal
Prepayment on, or other early collection of principal of, such Mortgage Loan or
any successor REO Mortgage Loan with respect thereto (including any payoff of a
Mortgage Loan by a mezzanine lender on behalf of the subject Borrower if and as
set forth in the related intercreditor agreement).

                                      -44-
<PAGE>

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

          "Primary Servicing Office": The office of a Master Servicer or Special
Servicer, as the context may require, that is primarily responsible for such
party's servicing obligations hereunder.

          "Principal Balance Certificate": Any of the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class P and Class Q Certificates.

          "Principal Distribution Amount": With respect to any Distribution Date
other than the Final Distribution Date, an amount (which shall in no event be
less than zero) equal to the excess, if any, of

          (I) the sum of:

               (A) the aggregate (without duplication) of the following (such
     aggregate of the following amounts described below in this clause (A), the
     "Unadjusted Principal Distribution Amount" for such Distribution Date):

                    (i) all payments of principal (including Principal
          Prepayments), including any such payments on Corrected Mortgage Loans,
          Received by the Trust with respect to the Pooled Mortgage Loans during
          the related Collection Period, in each case exclusive of any portion
          of the particular payment that represents a Late Collection of
          principal for which a P&I Advance (including any Unliquidated Advance
          in respect of a prior P&I Advance) was previously made under this
          Agreement for a prior Distribution Date or that represents the
          principal portion of a Monthly Payment due on or before the Cut-off
          Date or on a Due Date occurring subsequent to the calendar month in
          which such Distribution Date occurs,

                    (ii) the aggregate of the principal portions of all Monthly
          Payments due in respect of the Pooled Mortgage Loans for their
          respective Due Dates occurring in the month in which such Distribution
          Date occurs, that were Received by the Trust (other than as part of a
          Principal Prepayment) prior to the related Collection Period (or, in
          the case of the GIC Office Portfolio Pooled Mortgage Loan, that were
          Received by the Trust in the calendar month prior to the calendar
          month in which the related Distribution Date occurs but are due during
          the calendar month in which the related Distribution Date occurs),

                    (iii) the aggregate of all Liquidation Proceeds,
          Condemnation Proceeds and Insurance Proceeds Received by the Trust
          with respect to any Pooled Mortgage Loans during the related
          Collection Period that were identified and applied by the applicable
          Master Servicer as recoveries of principal (whether as Principal
          Prepayments or otherwise) of such Pooled Mortgage Loans in accordance
          with Section 1.03, in each case net of any portion of such proceeds
          that represents a Late Collection of principal due on or before the
          Cut-off Date or for which a P&I Advance (including an Unliquidated
          Advance in respect of a prior P&I Advance) was previously made under
          this Agreement for a prior Distribution Date,

                    (iv) the aggregate of all Liquidation Proceeds, Condemnation
          Proceeds, Insurance Proceeds and REO Revenues Received by the Trust
          with respect to any REO Properties during the related Collection
          Period that were identified and applied by the applicable Master
          Servicer as recoveries of principal (whether as Principal Prepayments
          or otherwise) of the related REO Pooled Mortgage Loans in accordance
          with Section 1.03, in each case net of any portion of such proceeds
          and/or revenues that represents a Late Collection of principal due on
          or before the Cut-off Date or for which a P&I Advance


                                      -45-
<PAGE>

          (including an Unliquidated Advance in respect of a prior P&I Advance)
          was previously made under this Agreement for a prior Distribution
          Date, and

                    (v) the respective principal portions of all P&I Advances
          made under this Agreement in respect of the Pooled Mortgage Loans and
          any REO Pooled Mortgage Loans with respect to such Distribution Date;

               (B) the aggregate amount of any collections received on or in
     respect of the Pooled Mortgage Loans during the related Collection Period
     that, in each case, represent a delinquent amount as to which an Advance
     had been made, which Advance was previously reimbursed during the
     Collection Period for a prior Distribution Date as part of a
     Workout-Delayed Reimbursement Amount for which a deduction was made under
     clause (II)(B) below with respect to such Distribution Date; and

               (C) the aggregate amount of any collections received on or in
     respect of the Pooled Mortgage Loans during the related Collection Period
     that, in each case, is identified and applied by the applicable Master
     Servicer (in accordance with Section 1.03) as a recovery of an amount
     previously determined (in a Collection Period for a prior Distribution
     Date) to have been a Nonrecoverable Advance and for which a deduction was
     made under clause (II)(C) below with respect to a prior Distribution Date;
     less

          (II) the sum of:

               (A) if any Insurance Proceeds, Condemnation Proceeds or
     Liquidation Proceeds were received and/or a Final Recovery Determination
     was made with respect to any Pooled Mortgage Loan or REO Property during
     the related Collection Period, an amount equal to any Special Servicing
     Fees, Workout Fees, Liquidation Fees and/or Advance Interest (other than
     Advance Interest on Workout-Delayed Reimbursement Amounts or Nonrecoverable
     Advances paid from collections and recoveries of principal as described in
     clause (B) and/or clause (C) below) with respect to each such Pooled
     Mortgage Loan or REO Property, as the case may be, that were paid hereunder
     from a source other than related Default Charges during the related
     Collection Period;

               (B) the aggregate amount of Workout-Delayed Reimbursement Amounts
     (and Advance Interest thereon) that were reimbursed or paid during the
     related Collection Period to one or more of the Master Servicers, the
     Special Servicers, the Trustee and the Fiscal Agent from principal advances
     and collections on the Mortgage Pool pursuant to subsection (iii) of
     Section 3.05(a)(II); and

               (C) the aggregate amount of Nonrecoverable Advances (and Advance
     Interest thereon) that were reimbursed or paid during the related
     Collection Period to one or more of the Master Servicers, the Special
     Servicers, the Trustee and the Fiscal Agent during the related Collection
     Period from principal advances and collections on the Mortgage Pool
     pursuant to subsection (iv) of Section 3.05(a)(II).

          With respect to the Final Distribution Date, the "Principal
Distribution Amount" shall equal the aggregate Stated Principal Balance of the
entire Mortgage Pool outstanding immediately prior to the Final Distribution
Date.

          In no event shall any portion of any Excess Liquidation Proceeds
constitute a portion of the Principal Distribution Amount for any Distribution
Date.

          "Principal Prepayment": Any payment of principal made by the Borrower
on a Mortgage Loan which is received in advance of its scheduled Due Date and
that is not accompanied by an amount of interest (without regard to any
Prepayment Premium, Yield Maintenance Charge and/or Post-ARD Additional Interest
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.

                                      -46-
<PAGE>

          "Private Placement Memorandum": The final Private Placement Memorandum
dated June 24, 2004, relating to certain classes of the Non-Registered
Certificates delivered by the Depositor to Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Brokerage Services,
LLC as of the Closing Date.

          "Privileged Person": Any of the following: a party to this Agreement,
an Underwriter, a Pooled Mortgage Loan Seller, the Controlling Class
Representative, a Rating Agency, a designee of the Depositor, a
Certificateholder and any Person who certifies to the Certificate Administrator
in the form of Exhibit K-1 hereto or Exhibit K-2 hereto, as applicable (which
form shall also be located on, and may be submitted electronically via, the
Certificate Administrator's internet website), that such Person is either a
Certificate Owner or a prospective purchaser of a Certificate or any interest
therein.

          "Prospectus": The Base Prospectus and the Prospectus Supplement,
together.

          "Prospectus Supplement": That certain prospectus supplement dated June
24, 2004, relating to the Registered Certificates, that is a supplement to the
Base Prospectus.

          "PTCE": Prohibited Transaction Class Exemption.

          "PTE": Prohibited Transaction Exemption.

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

          "Purchase Price": With respect to any Pooled Mortgage Loan (or REO
Property), a cash price equal to the aggregate of (a) the outstanding principal
balance of such Pooled Mortgage Loan (or the related REO Pooled Mortgage Loan)
as of the date of purchase, (b) all accrued and unpaid interest on such Pooled
Mortgage Loan (or the related REO Pooled Mortgage Loan) at the related Mortgage
Rate (in the case of the Non-Trust-Serviced Pooled Mortgage Loan, net of the
rate at which master or similar servicing and administrative fees payable under
the related Non-Trust Servicing Agreement accrue) to, but not including, the Due
Date occurring in the Collection Period (or, in the case of the GIC Office
Portfolio Pooled Mortgage Loan, the Due Date occurring in the month in which
such Collection Period ends) during which the applicable purchase or repurchase
occurs (exclusive, however, of any portion of such accrued but unpaid interest
that represents Default Interest or, in the case of an ARD Mortgage Loan after
its Anticipated Repayment Date, Additional Interest), (c) all related
unreimbursed Servicing Advances (together with Unliquidated Advances in respect
of prior Servicing Advances) and all related Servicing Advances (without
duplication with Unliquidated Advances described in the immediately preceding
parenthetical clause) that were previously reimbursed out of collections on
other Pooled Mortgage Loans and/or REO Properties relating to other Pooled
Mortgage Loans, if any, (d) all accrued and unpaid Advance Interest with respect
to any related Advances, and (e) solely in the case of a purchase, repurchase or
substitution, as applicable, by a Pooled Mortgage Loan Seller pursuant to the
related Pooled Mortgage Loan Purchase Agreement or a purchase of the Shell Plaza
Pooled Mortgage Loan by the Shell Plaza Non-Pooled Subordinate Noteholder
pursuant to the related Mortgage Loan Group Intercreditor Agreement, (i) to the
extent not otherwise included in the amount described in clause (d) of this
definition, any unpaid Special Servicing Fees and other outstanding Additional
Trust Fund Expenses with respect to such Pooled Mortgage Loan (or REO Property)
and (ii) to the extent not otherwise included in the amount described in clause
(c) or clause (e) of this definition, any costs and expenses incurred by a
Master Servicer, a Special Servicer, the Trustee or an agent of any of them (on
behalf of the Trust) in enforcing the obligation, if any, of a Pooled Mortgage
Loan Seller to repurchase or replace such Mortgage Loan or REO Property.

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

                                      -47-
<PAGE>

          "Qualified Institutional Buyer" or "QIB": A "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act.

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

          "Qualified Mortgage": A qualified mortgage within the meaning of
Section 860G(a)(3) of the Code.

          "Qualifying Substitute Mortgage Loan": In connection with the
replacement of a Defective Pooled Mortgage Loan as contemplated by Section 2.03,
any other mortgage loan which, on the date of substitution: (i) has an
outstanding Stated Principal Balance, after application of all scheduled
payments of principal and interest due during or prior to the month of
substitution, not in excess of the Stated Principal Balance of the Defective
Pooled Mortgage Loan as of the Due Date in the calendar month during which the
substitution occurs; (ii) has a fixed Mortgage Rate that is not less than, and
not more than one percentage point in excess of, the Mortgage Rate of the
Defective Pooled Mortgage Loan; (iii) has the same monthly Due Date as, and a
grace period for delinquent Monthly Payments that is no longer than, the Due
Date and grace period, respectively, of the Defective Pooled Mortgage Loan; (iv)
accrues interest on the same Interest Accrual Basis as the Defective Pooled
Mortgage Loan; (v) has a remaining term to stated maturity not greater than, and
not more than one year less than, that of the Defective Pooled Mortgage Loan,
(vi) has a Stated Maturity Date not later than two years prior to the Rated
Final Distribution Date; (vii) has a then current loan-to-value ratio not higher
than, and a then current debt service coverage ratio not lower than, the
loan-to-value ratio and debt service coverage ratio, respectively, of the
Defective Pooled Mortgage Loan as of the Closing Date; (viii) has comparable
prepayment restrictions to those of the Defective Pooled Mortgage Loan; (ix)
will comply, as of the date of substitution, with all of the representations
relating to the Defective Pooled Mortgage Loan set forth in or made pursuant to
the related Pooled Mortgage Loan Purchase Agreement; (x) has a Phase I
Environmental Assessment relating to the related Mortgaged Property in its
Servicing File, which Phase I Environmental Assessment will evidence that there
is no material adverse environmental condition or circumstance at the related
Mortgaged Property for which further remedial action may be required under
applicable law; and (xi) constitutes a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code (as evidenced by an Opinion of
Counsel provided by the related Pooled Mortgage Loan Seller at its expense);
provided, however, that if more than one mortgage loan is to be substituted for
any Defective Pooled Mortgage Loan, then all such proposed Replacement Pooled
Mortgage Loans shall, in the aggregate, satisfy the requirement specified in
clause (i) of this definition and have a weighted average remaining term to
stated maturity that satisfies the condition described in clause (v) above and
each such proposed Replacement Pooled Mortgage Loan shall, individually, satisfy
each of the requirements specified in clauses (ii) through (iv) and clauses (vi)
through (xi) of this definition; and provided, further, that no mortgage loan
shall be substituted for a Defective Pooled Mortgage Loan unless (a) such
prospective Replacement Pooled Mortgage Loan shall be acceptable to the
Controlling Class Representative (or, if there is no Controlling Class
Representative then serving, to the Holders of Certificates representing a
majority of the Voting Rights allocated to the Controlling Class), in its (or
their) sole discretion, (b) each Rating Agency shall have confirmed in writing
to the Trustee that such substitution will not in and of itself result in an
Adverse Rating Event with respect to any Class of Rated Certificates (such
written confirmation to be obtained by the related Pooled Mortgage Loan Seller
effecting the substitution) and (c) the related Pooled Mortgage Loan Seller (at
its expense) has delivered or caused to have been delivered to the Trustee an
Opinion of Counsel to the effect that the substitution of such mortgage loan
would not result in an Adverse REMIC Event with respect to any REMIC Pool. When
a Qualifying Substitute Mortgage Loan is substituted for a Defective Pooled
Mortgage Loan, the applicable Pooled Mortgage Loan Seller shall certify that the
Mortgage Loan meets all of the requirements of the above definition and shall
send such certification to the Trustee.

          "Rated Certificate": Any of the Certificates to which a rating has
been assigned by a Rating Agency at the request of the Depositor.

          "Rated Final Distribution Date": With respect to each Class of Rated
Certificates, the Distribution Date in June 2041.

                                      -48-
<PAGE>

          "Rating Agency": Each of Moody's and Fitch.

          "Realized Loss": With respect to:

               (1) each Pooled Mortgage Loan as to which a Final Recovery
     Determination has been made (or any related successor REO Pooled Mortgage
     Loan as to which a Final Recovery Determination has been made as to the
     related REO Property), and with respect to each Pooled Mortgage Loan that
     is a Corrected Mortgage Loan on which all amounts have been fully paid
     under the terms of such Corrected Mortgage Loan (as it may have been
     modified), an amount (not less than zero) equal to the excess, if any, of
     (a) the sum of (i) the unpaid principal balance of such Pooled Mortgage
     Loan or REO Pooled Mortgage Loan, as the case may be, as of the
     commencement of the Collection Period in which the Final Recovery
     Determination was made or the final payment was made, as the case may be,
     plus (ii) without taking into account the amount described in subclause
     (1)(b) of this definition, all accrued but unpaid interest (exclusive,
     however, of any portion of such accrued but unpaid interest that represents
     Default Interest or, in the case of an ARD Mortgage Loan after its
     Anticipated Repayment Date, Additional Interest) on such Pooled Mortgage
     Loan or such REO Pooled Mortgage Loan, as the case may be, to but not
     including the Due Date in the Collection Period in which the Final Recovery
     Determination was made or such final payment was made, as the case may be,
     plus (iii) without duplication, all related unreimbursed Servicing Advances
     (together with Unliquidated Advances in respect of prior Servicing
     Advances) and unpaid Liquidation Expenses, plus (iv) the amount of any and
     all related Special Servicing Fees, Liquidation Fees and/or Workout Fees
     with respect to such Mortgage Loan or successor REO Mortgage Loan that
     caused any Class of Certificateholders to receive less than the full amount
     of Distributable Certificate Interest on the Distribution Date occurring in
     the Collection Period in which the Final Recovery Determination was made
     (including any Distributable Certificate Interest that remained unpaid from
     prior Distribution Dates), to the extent not previously reflected as
     Realized Loss with respect to such Mortgage Loan or successor REO Mortgage
     Loan, over (b) all payments and proceeds, if any, Received by the Trust in
     respect of such Pooled Mortgage Loan or, to the extent allocable to such
     REO Pooled Mortgage Loan, the related REO Property, as the case may be,
     during the Collection Period in which such Final Recovery Determination was
     made or such final payment was made, as the case may be;

               (2) each Pooled Mortgage Loan as to which any portion of the
     principal or previously accrued interest payable thereunder or any
     Unliquidated Advance was canceled in connection with a bankruptcy or
     similar proceeding involving the related Borrower or a modification,
     extension, waiver or amendment of such Mortgage Loan granted or agreed to
     by the applicable Master Servicer or the applicable Special Servicer
     pursuant to Section 3.20 (or, in the case of the Non-Trust-Serviced Pooled
     Mortgage Loan, by the applicable Non-Trust Master Servicer or the
     applicable Non-Trust Special Servicer pursuant to the related Non-Trust
     Servicing Agreement), the amount of such principal and/or interest (other
     than Default Interest and, in the case of an ARD Mortgage Loan after its
     Anticipated Repayment Date, Additional Interest) or Unliquidated Advance so
     canceled; and

               (3) each Pooled 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
     Borrower or a modification, extension, waiver or amendment of such Pooled
     Mortgage Loan granted or agreed to by the applicable Master Servicer or the
     applicable Special Servicer pursuant to Section 3.20 (or, in the case of
     the Non-Trust-Serviced Pooled Mortgage Loan, by the applicable Non-Trust
     Master Servicer or the applicable Non-Trust Special Servicer pursuant to
     the related Non-Trust Servicing Agreement), the amount of the consequent
     reduction in the interest portion of each successive Monthly Payment due
     thereon (on the related Due Date for the affected Monthly Payment).

          Notwithstanding the foregoing, any allocation of any Realized Loss to
any REMIC I Regular Interest, any REMIC II Regular Interest or any Class of
Principal Balance Certificates, as the case may be, may occur (i) in the case of
any amount described in clause (1) or clause (2) above, solely pursuant to, in
accordance with and to the extent provided


                                      -49-
<PAGE>

by the combination of (x) the accounting for such amount that occurs under the
definition of "Stated Principal Balance" and (y) the operation of Section 4.04
of this Agreement and (ii) in the case of any amount described in clause (3)
above, solely pursuant to, in accordance with and to the extent provided by the
operation of Section 4.04 of this Agreement.

          "Realized Loss Report": With respect to each Collection Period, a
report, in a format attached hereto as Exhibit E-8 (or such form for the
presentation of such information and containing such additional information as
may be reasonably acceptable to each Master Servicer, the Servicer Report
Administrator, the Trustee and the Certificate Administrator.

          "Received by the Trust": In the case of: (a) the Non-Trust-Serviced
Pooled Mortgage Loan or any REO Property related thereto, received by the
Trustee (or the applicable Master Servicer on behalf of the Trustee), as holder
of the Mortgage Note for such Non-Trust-Serviced Pooled Mortgage Loan, on behalf
of the Trust; and (b) any Serviced Mortgage Loan or related REO Property,
received by a Master Servicer (or any Sub-Servicer thereof), a Special Servicer
(or any Sub-Servicer thereof) or the Trustee, as the case may be, on behalf of
the Trust and/or, in connection with a Serviced Mortgage Loan Group, the related
Serviced Non-Pooled Mortgage Loan Noteholder(s).

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

          "Reference Rate": With respect to any Interest Accrual Period, the
applicable rate per annum set forth on the schedule attached hereto as Schedule
IV.

          "Registered Certificate": Any Certificate that has been the subject of
registration under the Securities Act. As of the Closing Date, the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D and Class E Certificates
constitute Registered Certificates.

          "Regular Interest Certificate": Any of the Interest Only Certificates
and the Principal Balance Certificates.

          "Regulation S": Regulation S under the Securities Act.

          "Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

          "Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, a single global Certificate, or multiple
global Certificates collectively, in definitive, fully registered form without
interest coupon, each of which Certificates bears a Regulation S Legend.

          "Reimbursement Rate": The rate per annum applicable to the accrual of
Advance Interest, which rate per annum is equal to the "prime rate" published in
the "Money Rates" section of The Wall Street Journal, as such "prime rate" may
change from time to time. If The Wall Street Journal ceases to publish the
"prime rate", then the Trustee, 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
Servicers and the Special Servicers in writing of its selection.

          "Release Date": The date that is 40 days following the later of (i)
the Closing Date and (ii) the commencement of the initial offering of the
Non-Registered Certificates in reliance on Regulation S.

                                      -50-
<PAGE>

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

          "REMIC I": The segregated pool of assets designated as such in Section
2.13(a).

          "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and, in each such
case, designated as a "regular interest" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I. The REMIC I Regular Interests have the
designations and terms provided for in Section 2.13.

          "REMIC I Remittance Rate": The per annum rate at which interest
accrues in respect of any REMIC I Regular Interest during any Interest Accrual
Period, as set forth in or otherwise calculated in accordance with Section
2.13(f).

          "REMIC I Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC I
issued pursuant to this Agreement.

          "REMIC II": The segregated pool of assets designated as such in
Section 2.15(a).

          "REMIC II Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and, in each such
case, designated as a "regular interest" (within the meaning of Section
860G(a)(1) of the Code) in REMIC II. The REMIC II Regular Interests have the
designations provided for in the Preliminary Statement hereto. The REMIC II
Regular Interests have the terms provided for in Section 2.15.

          "REMIC II Remittance Rate": The per annum rate at which interest
accrues in respect of any REMIC II Regular Interest during any Interest Accrual
Period, as set forth in or otherwise calculated in accordance with Section
2.15(f).

          "REMIC II Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC II
issued pursuant to this Agreement.

          "REMIC III": The segregated pool of assets designated as such in
Section 2.17(a).

          "REMIC III Component": Any of the separate beneficial ownership
interests in REMIC III issued hereunder, evidenced by the Interest Only
Certificates. The REMIC III Components have the designations provided for in the
Preliminary Statement hereto. The REMIC III Components have the terms provided
for in Section 2.17.

          "REMIC III Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC III
issued pursuant to this Agreement.

          "REMIC Pool": Any of REMIC I, REMIC II or REMIC III.

          "REMIC Provisions": The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and 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 a Special Servicer, pursuant to and for the benefit of the Persons
specified in Section 3.16(b), which shall be entitled (i) in the case


                                      -51-
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of the General Special Servicer, "ARCap Servicing, Inc. [or the name of any
successor Special Servicer], as General Special Servicer, on behalf of LaSalle
Bank National Association [or the name of any successor Trustee], as Trustee, in
trust for the registered holders of Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4, and if
the account is established for the deposit of funds received in respect of one
or more REO Properties related to any Serviced Mortgage Loan Group for which it
is the applicable Special Servicer for the owners of the applicable Serviced
Non-Pooled Mortgage Loans, as their interests may appear, REO Account"; and (ii)
in the case of the Shell Plaza Special Servicer, "Prudential Asset Resources
Inc. [or the name of any successor Shell Plaza Special Servicer], as Shell Plaza
Special Servicer, on behalf of LaSalle Bank National Association [or the name of
any successor Trustee], as Trustee, in trust for the registered holders of the
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-PWR4, and for the owner of the Shell
Plaza Non-Pooled Subordinate Loan, REO Account".

          "REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09 (or, in the case of any REO Property related to the
Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust
Servicing Agreement).

          "REO Disposition": The sale or other disposition of any REO Property
pursuant to Section 3.18 (or, in the case of any REO Property related to the
Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust
Servicing Agreement).

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

          "REO Mortgage Loan": The successor mortgage loan to a Mortgage Loan
(including those deemed to be outstanding with respect to a Serviced Non-Pooled
Mortgage Loan or the Non-Trust-Serviced Pooled Mortgage Loan), which successor
mortgage loan is deemed for purposes hereof to be outstanding with respect to
each REO Property. Each REO Mortgage Loan shall be deemed to provide for monthly
payments of principal and/or interest equal to its Assumed Monthly Payment and
otherwise to have the same terms and conditions as its predecessor Mortgage Loan
(such terms and conditions to be applied without regard to the default on such
predecessor Mortgage Loan and the acquisition of the related REO Property on
behalf of the Trust or, if applicable, in the case of any REO Property related
to any Mortgage Loan Group, on behalf of the Trust and the respective holders of
the related Non-Pooled Mortgage Loan(s)). Each REO Mortgage Loan shall be deemed
to have an initial unpaid principal balance and Stated Principal Balance equal
to the unpaid principal balance and Stated Principal Balance, respectively, of
its predecessor Mortgage Loan as of the date of the related REO Acquisition. All
Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in
the case of a Balloon 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 Mortgage Loan. In addition, all amounts payable or reimbursable to the
applicable Master Servicer, the applicable Special Servicer, the Trustee or the
Fiscal Agent in respect of the predecessor Mortgage Loan as of the date of the
related REO Acquisition, including any unpaid or unreimbursed Master Servicing
Fees, Special Servicing Fees and Advances (together with Unliquidated Advances
in respect of prior Advances), together with any related unpaid Advance Interest
on such Advances (other than Unliquidated Advances), shall continue to be
payable or reimbursable in the same priority and manner pursuant to Section
3.05(a) to the applicable Master Servicer, the applicable Special Servicer, the
Trustee, the Fiscal Agent or the Trust, as the case may be, in respect of an REO
Mortgage Loan.

          "REO Pooled Mortgage Loan": An REO Mortgage Loan that relates to a
predecessor Pooled Mortgage Loan.

          "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders (and, in the case
of each such Mortgaged Property relating to a Serviced Mortgage Loan Group, also
on behalf of the related Serviced Non-Pooled Mortgage Loan Noteholder(s))
through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent


                                      -52-
<PAGE>

default of a Mortgage Loan; provided that a Mortgaged Property that secures the
Non-Trust-Serviced Pooled Mortgage Loan shall constitute an REO Property if and
when it is acquired under the related Non-Trust Servicing Agreement for the
benefit of the Trustee as the holder of such Non-Trust-Serviced Pooled Mortgage
Loan and of the holder of the related Non-Pooled Pari Passu Companion Loan
through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with a default or imminent default
of such Non-Trust-Serviced Pooled Mortgage Loan. "REO Revenues": All income,
rents, profits and proceeds derived from the ownership, operation or leasing of
any REO Property, other than any income, profits or proceeds derived from the
REO Disposition of such REO Property.

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

          "Replacement Pooled Mortgage Loan": Any Qualifying Substitute Mortgage
Loan that is substituted by a Pooled Mortgage Loan Seller for a Defective Pooled
Mortgage Loan as contemplated by Section 2.03.

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

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

          "Required Claims-Paying Ratings": With respect to any insurance
carrier, claims-paying ability ratings at least equal to (i) in the case of
fidelity bond coverage provided by such insurance carrier, "A2" by Moody's and
"A-" by Fitch if rated by Fitch, (ii) in the case of a policy or policies of
insurance issued by such insurance carrier covering loss occasioned by the
errors and omissions of officers and employees, "A2" by Moody's and "A-" by
Fitch, and (iii) in the case of any other insurance coverage provided by such
insurance carrier, "A2" by Moody's and "A" by Fitch; provided, however, that (A)
an insurance carrier shall be deemed to have the applicable claims-paying
ability ratings set forth above if the obligations of such insurance carrier
under the related insurance policy are guaranteed or backed in writing by an
entity that has long-term unsecured debt obligations that are rated not lower
than the ratings set forth above or claims-paying ability ratings that are not
lower than the ratings set forth above; and (B) an insurance carrier shall be
deemed to have the applicable claims-paying ability ratings set forth above if
the Rating Agency whose rating requirement set forth in clause (i) or (ii), as
applicable, of this definition has not been met has confirmed in writing that
such insurance carrier would not result in an Adverse Rating Event with respect
to any Class of Rated Certificates (and, if the insurance carrier is an issuer
of an insurance policy relating to the Shell Plaza Mortgage Loan Group or any
Shell Plaza Mortgaged Property, the Shell Plaza Controlling Party has confirmed
in writing that such insurance carrier is acceptable to the Shell Plaza
Controlling Party), unless (with respect to policies maintained by Borrowers) a
higher claims-paying ability rating is required under any of the Mortgage Loan
Documents.

          "Reserve Account": Any of the accounts established and maintained
pursuant to Section 3.03(d).

          "Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Borrower to be held in escrow by or on behalf of the
mortgagee representing: (i) reserves for repairs, replacements, capital
improvements and/or environmental testing and remediation with respect to the
related Mortgaged Property; (ii) reserves for tenant improvements and leasing
commissions; (iii) reserves for debt service; or (iv) amounts to be applied as a
Principal Prepayment on such Mortgage Loan or held as Additional Collateral in
the event that certain leasing or other economic criteria in respect of the
related Mortgaged Property are not met.

          "Resolution Extension Period": As defined in Section 2.03(b).

          "Responsible Officer": When used (a) with respect to the Certificate
Administrator, any Vice President, any Trust Officer, any Assistant Secretary or
any other officer of the Certificate Administrator customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the


                                      -53-
<PAGE>

administration of this Agreement; and (b) with respect to the Fiscal Agent or
the Trustee, any vice president or trust officer thereof.

          "Restricted Servicer Reports": Each of the CMSA Servicer Watch List,
the CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment Worksheet,
CMSA Financial File and the CMSA Comparative Financial Status Report.

          "Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global Certificate, or multiple
global Certificates collectively, registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP number and
does not bear a Regulation S Legend.

          "Sarbanes-Oxley Certification": As defined in Section 8.15(b).

          "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 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, Class A-3 or Class X
Certificate.

          "Series 2004-C1 PSA": That certain Pooling and Servicing Agreement
dated as of January 12, 2004, among Structured Asset Securities Corporation II,
as depositor, Wachovia Bank, National Association, as master servicer, Lennar
Partners, Inc., as special servicer, LaSalle as trustee and ABN AMRO as fiscal
agent, relating to the LB-UBS Commercial Mortgage Trust 2004-C1, Commercial
Mortgage Pass-Through Certificates, Series 2004-C1.

          "Serviced Mortgage Loan": Any Mortgage Loan (including a Specially
Serviced Mortgage Loan, but excluding an REO Mortgage Loan) other than the
Non-Trust-Serviced Pooled Mortgage Loan.

          "Serviced Mortgage Loan Group": Each of the Shell Plaza Loan Group and
the Lincoln Square Loan Group.

          "Serviced Non-Pooled Mortgage Loan": Each of the Shell Plaza
Non-Pooled Subordinate Loan and the Lincoln Square Non-Pooled Pari Passu
Companion Loans.

          "Serviced Non-Pooled Mortgage Loan Noteholder": Any of the Shell Plaza
Non-Pooled Subordinate Noteholder or the Lincoln Square Non-Pooled Pari Passu
Companion Noteholders.

          "Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan that is a
Serviced Mortgage Loan.

          "Servicer Report Administrator": PAR as Master Servicer (without
regard to the final sentence of the definition of "Master Servicer") or any
successor thereto appointed as provided herein.

          "Servicer Report Administrator Fee": With respect to each Pooled
Mortgage Loan and REO Pooled Mortgage Loan, the fee designated as such and
payable to the Servicer Report Administrator pursuant to Section 8.05(a).

          "Servicer Report Administrator Fee Rate": Five ten-thousands of one
percent (0.0005%) per annum.

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

                                      -54-
<PAGE>

          "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including reasonable attorneys' fees and
expenses, incurred or to be incurred, as the context requires, by the applicable
Master Servicer or the applicable Special Servicer (or, if applicable, the
Trustee or the Fiscal Agent) in connection with the servicing of a Serviced
Mortgage Loan (or, in the limited circumstances set forth in Section 3.01(g), in
connection with the servicing of the Non-Trust-Serviced Pooled Mortgage Loan) as
to which a default, delinquency or other unanticipated event has occurred or is
imminent, or in connection with the administration of any Administered REO
Property, including:

               (1) any such costs and expenses associated with (a) compliance
     with the obligations of the applicable Master Servicer and/or the
     applicable Special Servicer set forth in Sections 2.03, 3.03(c) and 3.09,
     (b) the preservation, insurance, restoration, protection and management of
     either a Mortgaged Property securing a Serviced Mortgage Loan or an
     Administered REO Property, including the cost of any "force placed"
     insurance policy purchased by the applicable Master Servicer or the
     applicable Special Servicer to the extent such cost is allocable to a
     particular Mortgaged Property that the applicable Master Servicer or
     Special Servicer is required to cause to be insured pursuant to Section
     3.07(a), (c) obtaining any Insurance Proceeds, Condemnation Proceeds or
     Liquidation Proceeds in respect of any such Serviced Mortgage Loan or any
     Administered REO Property, (d) any enforcement or judicial proceedings with
     respect to any such Mortgage Loan, including foreclosures and similar
     proceedings, (e) the operation, management, maintenance and liquidation of
     any Administered REO Property, (f) obtaining any Appraisal required to be
     obtained hereunder, and (g) UCC filings (to the extent that the costs
     thereof are not reimbursed by the related Borrower), and

               (2) the reasonable and direct out-of-pocket travel expenses
     incurred by the applicable Special Servicer in connection with performing
     inspections pursuant to Section 3.12(a);

provided that, notwithstanding anything to the contrary, "Servicing Advances"
shall not include (A) allocable overhead of a Master Servicer, a Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, such as costs for
office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses, (B) costs incurred
by or on behalf of any such party hereto or any Affiliate thereof in connection
with its purchase of any Mortgage Loan or REO Property pursuant to any provision
of this Agreement or any intercreditor or similar agreement or (C) costs or
expenses expressly required under this Agreement to be borne by a Master
Servicer, a Special Servicer, the Trustee or the Fiscal Agent.

          "Servicing Advances" shall also include, however, any other
expenditure which is expressly designated as a "Servicing Advance" herein. All
Emergency Advances made by a Master Servicer at the direction of the applicable
Special Servicer hereunder shall be considered "Servicing Advances" for the
purposes hereof.

          "Servicing File": Any documents (other than documents required to be
part of the related Mortgage File, but including originals or copies of all
management agreements which are not covered by clause (xvii) of the definition
of "Mortgage File") that are in the possession or under the control of, or that
are required (pursuant to the applicable Pooled Mortgage Loan Purchase
Agreement, this Agreement or otherwise) to be delivered and actually have been
delivered to, as the context may require, the applicable Master Servicer or the
applicable Special Servicer and relating to the origination and servicing of any
Mortgage Loan or the administration of any REO Property and reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan,
including any documents delivered by a Pooled Mortgage Loan Seller as described
in clause (i) of Section 2.01(f).

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

                                      -55-
<PAGE>

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

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

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

          "Servicing Standard": With respect to each of the Master Servicers and
the Special Servicers, to service and administer the Serviced Mortgage Loans and
any Administered REO Properties that such party is obligated to service and
administer pursuant to this Agreement in the best interests and for the benefit
of the Certificateholders (or, in the case of a Serviced Mortgage Loan Group,
for the benefit of the Certificateholders and the related Serviced Non-Pooled
Mortgage Loan Noteholders) (as determined by the applicable Master Servicer or
the applicable Special Servicer, as the case may be, in its good faith and
reasonable judgment), as a collective whole, in accordance with applicable law
and the terms of this Agreement, and the respective Mortgage Loans (including,
with respect to a Serviced Mortgage Loan Group, the related Mortgage Loan Group
Intercreditor Agreement, as applicable) and, to the extent consistent with the
foregoing, in accordance with the following standards:

               (a) with the same care, skill, prudence and diligence as it
     services and administers comparable mortgage loans and manages real
     properties on behalf of third parties or on behalf of itself, whichever is
     the higher standard with respect to mortgage loans and REO properties that
     are comparable to those for which it is responsible hereunder, giving due
     consideration to customary and usual standards of practice utilized by
     prudent institutional commercial mortgage loan servicers under comparable
     circumstances;

               (b) with a view to: (i) in the case of a Master Servicer, the
     timely collection of all scheduled payments of principal and interest,
     including Balloon Payments, under the Serviced Mortgage Loans and the full
     collection of all Prepayment Premiums and Yield Maintenance Charges that
     may become payable under the Serviced Mortgage Loans, and (ii) in the case
     of the applicable Special Servicer and any Serviced Mortgage Loan that is
     (A) a Specially Serviced Mortgage Loan or (B) a Serviced Mortgage Loan as
     to which the related Mortgaged Property has become an Administered REO
     Property, the maximization of recovery on such Mortgage Loan to the
     Certificateholders (or, in the case of a Serviced Mortgage Loan Group, to
     the Certificateholders and the related Serviced Non-Pooled Mortgage Loan
     Noteholders, as applicable), as a collective whole, of principal and
     interest, including Balloon Payments, on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to the Certificateholders (or, in the case of a Serviced Mortgage Loan
     Group, to the Certificateholders and the related Serviced Non-Pooled
     Mortgage Loan Noteholders, as applicable), as a collective whole, to be
     performed at the related Net Mortgage Rate (or, in the case of a Serviced
     Mortgage Loan Group, at the weighted average of the Net Mortgage Rates for
     the Mortgage Loans in such Serviced Mortgage Loan Group); and

               (c) without regard to (i) any known relationship that the
     applicable Master Servicer or applicable Special Servicer, as the case may
     be, or any of its Affiliates may have with a related Borrower, a Mortgage
     Loan Seller or any other party to this Agreement, (ii) the ownership of any
     Certificate or any interest in any other Mortgage Loan in a Mortgage Loan
     Group by the applicable Master Servicer or the applicable Special Servicer,
     as the case may be, or any of its Affiliates, (iii) the obligation of the
     applicable Master Servicer to make Advances or otherwise to incur servicing
     expenses with respect to any Serviced Mortgage Loan or Administered REO
     Property, (iv) the obligation of the applicable Special Servicer to make,
     or direct the applicable Master Servicer to make, Servicing Advances
     (including Emergency Advances) or otherwise to incur servicing expenses
     with respect to any Serviced Mortgage Loan or Administered REO Property,
     (v) the right of the applicable Master Servicer or the applicable Special
     Servicer, as the case may be, or any of its Affiliates to receive
     reimbursement of costs, or the sufficiency of any compensation payable to
     it, hereunder or with respect to any particular transaction, (vi) any
     ownership, servicing and/or management by the applicable Master Servicer or
     the applicable Special Servicer, as the case may be, or any of its
     Affiliates, of any other mortgage loans or real property, (vii) the


                                      -56-
<PAGE>

     ownership by the applicable Master Servicer or the applicable Special
     Servicer, as the case may be, or any of its Affiliates of any other debt
     owed by, or secured by ownership interests in, any of the Borrowers or any
     Affiliate of a Borrower, and (viii) the obligations of the applicable
     Master Servicer or the applicable Special Servicer, as the case may be, or
     any of its Affiliates to repurchase any Pooled Mortgage Loan from the Trust
     Fund, or to indemnify the Trust Fund, in any event as a result of a
     Material Breach or a Material Document Defect;

provided that the foregoing standards shall apply with respect to the
Non-Trust-Serviced Pooled Mortgage Loan and any related REO Property only to the
extent that the applicable Master Servicer or the applicable Special Servicer
has any express duties or rights to grant consent with respect thereto pursuant
to this Agreement.

          "Servicing Transfer Event": With respect to any Serviced Mortgage
Loan, the occurrence of any of the events described in clauses (a) through (h)
of the definition of "Specially Serviced Mortgage Loan".

          "Shell Plaza Borrower": The Borrower under the Shell Plaza Loan Group.

          "Shell Plaza Change of Control Event": The event that occurs if, as of
any date of determination, (i) the then outstanding principal balance of the
Shell Plaza Non-Pooled Subordinate Loan minus (ii) any Appraisal Reduction
Amount allocable to the Shell Plaza Non-Pooled Subordinate Loan, together with
any related Realized Losses allocable to the Shell Plaza Non-Pooled Subordinate
Loan and Additional Trust Fund Expenses allocable to the Shell Plaza Non-Pooled
Subordinate Loan is less than 25% of the initial principal balance of the Shell
Plaza Non-Pooled Subordinate Loan, less any payments of principal (whether as
scheduled amortization, prepayments or otherwise).

          "Shell Plaza Controlling Party": The Shell Plaza Non-Pooled
Subordinate Noteholder at any time when a Shell Plaza Change of Control Event
does not exist or the Controlling Class Representative at any time when a Shell
Plaza Change of Control Event exists.

          "Shell Plaza Intercreditor Agreement": That certain Co-Lender
Agreement, dated as of June 30, 2004, by and between PMCF as initial note A
holder and The Prudential Insurance Company of America, as initial note B
holder.

          "Shell Plaza Loan Group": Collectively, the Shell Plaza Pooled
Mortgage Loan and the Shell Plaza Non-Pooled Subordinate Loan (including any
successor REO Mortgage Loans with respect to such loans).

          "Shell Plaza Mortgaged Properties": The Mortgaged Properties
collectively identified on the Pooled Mortgage Loan Schedule as "Shell Plaza".

          "Shell Plaza Non-Pooled Subordinate Loan": The mortgage loan, with an
original principal balance in the amount of $63,537,500 that is secured by the
same Mortgage encumbering the Shell Plaza Mortgaged Properties as the Shell
Plaza Pooled Mortgage Loan and is subordinate in right of payment to the Shell
Plaza Pooled Mortgage Loan and is held as of the Closing Date by The Prudential
Insurance Company of America. The Shell Plaza Non-Pooled Subordinate Loan is not
a "Pooled Mortgage Loan" or part of the Trust Fund, any REMIC Pool or either
Grantor Trust Pool.

          "Shell Plaza Non-Pooled Subordinate Noteholder": The holder or holders
of the related Mortgage Note evidencing the Shell Plaza Non-Pooled Subordinate
Loan.

          "Shell Plaza Pooled Mortgage Loan": The Pooled Mortgage Loan in the
principal amount of $131,962,500 that is secured by the Mortgage encumbering the
Shell Plaza Mortgaged Properties.

          "Shell Plaza Special Servicer": PAR, in its capacity as special
servicer with respect to the Shell Plaza Loan Group, or any successor special
servicer of the Shell Plaza Loan Group appointed as provided herein.

          "Shell Plaza Subordinate Note Custodial Account": As defined in
Section 3.04(e).

                                      -57-
<PAGE>

          "Shell Plaza Sub-Servicer": Any Sub-Servicer of the Shell Plaza Loan
Group appointed by the applicable Master Servicer in accordance with the terms
hereof.

          "Shell Plaza Sub-Servicing Agreement": The Sub-Servicing Agreement
between the Shell Plaza Sub-Servicer, if any, and the applicable Master
Servicer.

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

          "Sole Certificateholder(s)": Any Holder or group of Holders, as the
case may be, of 100% of the then outstanding Certificates.

          "Special Servicer": With respect to (i) each Mortgage Loan other than
any Mortgage Loan in the Shell Plaza Loan Group, the General Special Servicer
and (ii) each Mortgage Loan in the Shell Plaza Loan Group, the Shell Plaza
Special Servicer. Each reference in this Agreement to the "applicable Special
Servicer" shall be construed in a manner consistent with the preceding
statement.

          "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Mortgage Loan (other than any REO Property related to
the Non-Trust-Serviced Pooled Mortgage Loan), the fee designated as such and
payable to the applicable 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 Mortgage Loan (other than any REO Property related to
the Non-Trust-Serviced Pooled Mortgage Loan), 0.25% per annum.

          "Specially Designated Defaulted Pooled Mortgage Loan": A Serviced
Pooled Mortgage Loan that both (A) is a Specially Serviced Mortgage Loan and (B)
either (i) is delinquent 120 days or more with respect to any Balloon Payment or
60 days or more with respect to any other Monthly Payment, with such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (ii) is a Pooled
Mortgage Loan as to which the amounts due thereunder have been accelerated
following any other material default.

          "Specially Designated Mortgage Loan Documents": With respect to any
Pooled Mortgage Loan, subject to Section 1.04, the following documents on a
collective basis:

               (i) the original executed Mortgage Note or alternatively, if the
     original executed Mortgage Note has been lost, a lost note affidavit and
     indemnity with a copy of such Mortgage Note;

               (ii) an original or a copy of the Mortgage, in each case (unless
     the particular item has been sent for recording but has not been returned
     from the applicable recording office) with evidence of recording indicated
     thereon; provided that if such original Mortgage cannot be delivered with
     evidence of recording thereon on or prior to the 90th day following the
     Closing Date because of a delay caused by the public recording office where
     such original Mortgage has been delivered for recordation or because such
     original Mortgage has been lost, there shall be delivered to the Trustee or
     a Custodian on its behalf a true and correct copy of such Mortgage,
     together with (A) in the case of a delay caused by the public recording
     office, an Officer's Certificate of the applicable Pooled Mortgage Loan
     Seller stating that such original Mortgage has been sent to the appropriate
     public recording official for recordation or (B) in the case of an original
     Mortgage that has been lost after recordation, a certification by the
     appropriate county recording office where such Mortgage is recorded that
     such copy is a true and complete copy of the original recorded Mortgage;

               (iii) the original or a copy of any related Assignment of Leases
     (if any such item is a document separate from the Mortgage), in each case
     (unless the particular item has been sent for recording but has not been
     returned from the applicable recorder) with evidence of recording thereon;

                                      -58-
<PAGE>

               (iv) the original or a copy of the policy or certificate of
     lender's title insurance issued in connection with such Mortgage Loan (or,
     if the policy has not yet been issued, an original or copy of a written
     commitment "marked-up" at the closing of such Mortgage Loan, interim binder
     or the pro forma title insurance policy, in each case evidencing a binding
     commitment to issue such policy);

               (v) if a material portion of the interest of the Borrower in the
     related Mortgaged Property consists of a leasehold interest, the original
     or a copy of the Ground Lease relating to such Mortgage Loan;

               (vi) except in the case of the Non-Trust-Serviced Pooled Mortgage
     Loan, the original of any Letter of Credit evidencing or constituting
     Additional Collateral (provided that the originals of any such Letter of
     Credit may be delivered to the applicable Master Servicer with a copy to be
     contained in the Mortgage File); and

               (vii) if the related Mortgaged Property is a hospitality property
     that is subject to a franchise or similar arrangement, (a) an original or a
     copy of any franchise or similar agreement and (b) either (i) a signed copy
     of the comfort letter delivered by the franchisor or similar person for the
     benefit of the holder of the Mortgage Loan in connection with the Pooled
     Mortgage Loan Seller's origination or acquisition of the Mortgage Loan,
     together with such instrument(s) of notice or transfer (if any) as are
     necessary to transfer or assign to the Trust or the Trustee the benefits of
     such comfort letter, or (ii) a copy of the comfort letter delivered by the
     franchisor or similar person for the benefit of the holder of the Mortgage
     Loan in connection with such origination or acquisition of the Mortgage
     Loan, together with a signed copy or a fax copy of a new comfort letter (in
     substantially the same form and substance as the comfort letter delivered
     in connection with such origination or acquisition) by the franchisor or
     similar person for the benefit of the Trust or the Trustee (and, if a fax
     copy of a new comfort letter is delivered, then the original copy shall be
     included in the "Mortgage File" promptly following receipt thereof by the
     related Pooled Mortgage Loan Seller).

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

               (a) the related Borrower has failed to make when due any Balloon
     Payment, and the Borrower has not delivered to the applicable Master
     Servicer, on or prior to the due date of such Balloon Payment, a written
     refinancing commitment from an acceptable lender and reasonably
     satisfactory in form and substance to the applicable Master Servicer which
     provides that such refinancing will occur within 120 days after the date on
     which such Balloon Payment will become due (provided that such Mortgage
     Loan shall immediately become a Specially Serviced Mortgage Loan if either
     (x) such refinancing does not occur before the expiration of the time
     period for refinancing specified in such binding commitment or (y) the
     applicable Master Servicer is required to make a P&I Advance in respect of
     such Mortgage Loan (or, in the case of any Serviced Non-Pooled Mortgage
     Loan, in respect of the Pooled Mortgage Loan included in the same Serviced
     Mortgage Loan Group) at any time prior to such a refinancing); or

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

               (c) the applicable Master Servicer determines (in accordance with
     the Servicing Standard) that a default in making any Monthly Payment (other
     than a Balloon Payment) or any other material payment (other than a Balloon
     Payment) required under the related Mortgage Note or the related Mortgage
     is likely to occur in the foreseeable future, and such default is likely to
     remain unremedied for at least sixty (60) days beyond the date on which the
     subject payment will become due; or the applicable Master Servicer
     determines (in accordance with the Servicing Standard) that a default in
     making a Balloon Payment is likely to occur in the foreseeable future, and
     such default is likely to remain unremedied for at least sixty (60) days
     beyond the date on which such Balloon Payment will become due (or, if the
     Borrower has delivered a written refinancing


                                      -59-
<PAGE>

     commitment from an acceptable lender and reasonably satisfactory in form
     and substance to the applicable Master Servicer which provides that such
     refinancing will occur within 120 days after the date of such Balloon
     Payment, such Master Servicer determines (in accordance with the Servicing
     Standard) that (A) the Borrower is likely not to make one or more Assumed
     Monthly Payments prior to such a refinancing or (B) such refinancing is not
     likely to occur within 120 days following the date on which such Balloon
     Payment will become due); or

               (d) there shall have occurred a default (including, in the
     applicable Master Servicer's or the applicable Special Servicer's judgment,
     the failure of the related Borrower to maintain any insurance required to
     be maintained pursuant to the related Mortgage Loan Documents, unless such
     default has been waived in accordance with Section 3.07 or Section 3.20
     hereof) under the related Mortgage Loan Documents, other than as described
     in clause (a), (b) or (c) above, that may, in the applicable Master
     Servicer's or the Special Servicer's good faith and reasonable judgment,
     materially impair the value of the related Mortgaged Property as security
     for such Mortgage Loan or otherwise materially and adversely affect the
     interests of Certificateholders (or, in the case of any Serviced Non-Pooled
     Mortgage Loan, the interests of the related Serviced Non-Pooled Mortgage
     Loan Noteholder(s)), which default has continued unremedied for the
     applicable cure period under the terms of such 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 Borrower and such decree or
     order shall have remained in force undischarged or unstayed for a period of
     60 days; or

               (f) the related Borrower 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 Borrower or of or relating to all or substantially all of
     its property; or

               (g) the related Borrower 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 applicable Master Servicer or the applicable Special
     Servicer shall have received notice of the commencement of foreclosure or
     similar proceedings with respect to the related Mortgaged Property.

provided that a Serviced Mortgage Loan will cease to be a Specially Serviced
Mortgage Loan, when a Liquidation Event has occurred in respect of such Mortgage
Loan, or at such time as such of the following as are applicable occur with
respect to the circumstances identified above that caused such 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 Borrower 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 Borrower or by reason of a modification,
     waiver or amendment granted or agreed to by the applicable Master Servicer
     or the applicable 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 reasonable judgment, exercised in accordance with the Servicing
     Standard, of the applicable Special Servicer;

                                      -60-
<PAGE>

               (y) with respect to the circumstances described in clause (d)
     above, such default is cured in the good faith reasonable judgment,
     exercised in accordance with the Servicing Standard, of the applicable
     Special Servicer; and

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

          Notwithstanding the foregoing, if a Servicing Transfer Event exists as
contemplated above in this definition for any Mortgage Loan in a Serviced
Mortgage Loan Group, it shall be deemed to exist for the other Mortgage Loans in
such Serviced Mortgage Loan Group.

          "Specially Serviced Pooled Mortgage Loan": A Serviced Pooled Mortgage
Loan that constitutes a Specially Serviced Mortgage Loan. Notwithstanding
anything herein to the contrary, in no event shall the Non-Trust-Serviced Pooled
Mortgage Loan constitute a Specially Serviced Pooled Mortgage Loan hereunder.

          "Startup Day": With respect to each REMIC Pool, the day designated as
such in Section 2.13(a) (in the case of REMIC I), Section 2.15(a) (in the case
of REMIC II) or Section 2.17(a) (in the case of REMIC III), as applicable.

          "Stated Maturity Date": With respect to any Mortgage Loan, the Due
Date specified in the related Mortgage Note (as in effect on the Closing Date
or, in the case of a Replacement Pooled Mortgage Loan, on the related date of
substitution) on which the last payment of principal is due and payable under
the terms of such Mortgage Note, without regard to any change in or modification
of such terms in connection with a bankruptcy or similar proceeding involving
the related Borrower or a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the applicable Master Servicer or Special Servicer
pursuant to Section 3.20 (or, in the case of the Non-Trust-Serviced Pooled
Mortgage Loan, by the applicable Non-Trust Master Servicer or the applicable
Non-Trust Special Servicer pursuant to the related Non-Trust Servicing
Agreement) and, in the case of an ARD Mortgage Loan, without regard to its
Anticipated Repayment Date.

          "Stated Principal Balance": With respect to any Pooled Mortgage Loan
(and any successor REO Pooled Mortgage Loan with respect thereto), a principal
balance which (a) initially shall equal the unpaid principal balance thereof as
of the related Cut-off Date or, in the case of any Replacement Pooled Mortgage
Loan, as of the related date of substitution, in any event after application of
all payments of principal due thereon on or before such date, whether or not
received, and (b) shall be permanently reduced on each subsequent Distribution
Date (to not less than zero) by the sum of:

               (i) that portion, if any, of the Unadjusted Principal
     Distribution Amount for such Distribution Date that is attributable to such
     Pooled Mortgage Loan (or successor REO Pooled Mortgage Loan); and

               (ii) the principal portion of any Realized Loss incurred in
     respect of such Pooled Mortgage Loan (or successor REO Pooled Mortgage
     Loan) during the related Collection Period;

provided that: 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 Pooled Mortgage Loan, as the case may be, shall be zero
commencing as of the close of business on the Distribution Date next following
the Collection Period in which such Liquidation Event occurred.

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

          "Sub-Servicing Agreement": The written contract between a Master
Servicer or a 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.

                                      -61-
<PAGE>

          "Substitution Shortfall Amount": In connection with the substitution
of one or more Replacement Pooled Mortgage Loans for any Defective Pooled
Mortgage Loan, the amount, if any, by which the Purchase Price for such
Defective Pooled Mortgage Loan (calculated as if it were to be repurchased,
instead of replaced, on the relevant date of substitution), exceeds the initial
Stated Principal Balance or the initial aggregate Stated Principal Balance, as
the case may be, of such Replacement Pooled Mortgage Loan(s) as of the date of
substitution.

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

          "Tax Administrator": WFB, in its capacity as tax administrator
hereunder, or any successor tax administrator appointed as herein provided.

          "Tax Administrator Fee": The portion of the Trustee Fee payable to the
Tax Administrator in an amount agreed to by the Trustee and the Tax
Administrator.

          "Tax Matters Person": With respect to any REMIC Pool, the Person
designated as the "tax matters person" of such REMIC Pool in the manner provided
under Treasury Regulations Section 1.860F-4(d) and temporary Treasury
Regulations Section 301.6231(a)(7)-1T, which Person shall, pursuant to Section
10.01(b), be the Holder of Certificates evidencing the largest Percentage
Interest in the Class R Certificates.

          "Tax Returns": The federal income tax return on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holder of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of each REMIC Pool due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the IRS
under any applicable provisions of federal tax law or any other governmental
taxing authority under applicable state or local tax laws.

          "Termination Price": As defined in Section 9.01(a).

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

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

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

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

          "Trust": The trust created hereby.

          "Trust Fund": Collectively, all of the assets of all the REMIC Pools
and both of the Grantor Trust Pools.

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

          "Trustee Fee": With respect to each Pooled Mortgage Loan and REO
Pooled Mortgage Loan, the fee designated as such and payable to the Trustee
pursuant to Section 8.05(a). The Trustee Fee includes the Certificate
Administrator Fee and the Tax Administrator Fee.

          "Trustee Fee Rate": Twenty-seven ten-thousandths of one percent
(0.0027%) per annum.

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

                                      -62-
<PAGE>

          "UCC Financing Statement": A financing statement filed, or to be
filed, pursuant to the UCC.

          "Unadjusted Principal Distribution Amount": As defined in the
definition of "Principal Distribution Amount".

          "Uncertificated Accrued Interest": As defined in Section 2.13(g) with
respect to any REMIC I Regular Interest for any Interest Accrual Period and in
Section 2.15(g) with respect to any REMIC II Regular Interest for any Interest
Accrual Period.

          "Uncertificated Distributable Interest": As defined in Section 2.13(g)
with respect to any REMIC I Regular Interest for any Distribution Date and in
Section 2.15(g) with respect to any REMIC II Regular Interest for any
Distribution Date.

          "Uncertificated Principal Balance": The principal balance outstanding
from time to time of any REMIC I Regular Interest (calculated in accordance with
Section 2.13(e) hereof) or any REMIC II Regular Interest (calculated in
accordance with Section 2.15(e) hereof).

          "Underwriters": Bear, Stearns & Co. Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Wells Fargo Brokerage Services, LLC.

          "Underwriter Exemption": PTE 90-30 issued to Bear, Stearns & Co. Inc.
or PTE 90-29 issued to Merrill Lynch, Pierce, Fenner & Smith Incorporated, each
as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41 and as may be subsequently
amended following the Closing Date.

          "United States Securities Person": Any "U.S. person" as defined in
Rule 902(k) of Regulation S.

          "United States Tax 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, any State thereof or the District of
Columbia, 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 source 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 Tax Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code (or, to the extent provided in the applicable Treasury Regulations, certain
trusts in existence on August 20, 1996 that elect to be treated as United States
Tax Persons).

          "Unliquidated Advance": Any Advance previously made by a party hereto
that has been previously reimbursed, as between the Person that made the Advance
hereunder, on the one hand, and the Trust Fund, on the other, as part of a
Workout-Delayed Reimbursement Amount pursuant to subsection (iii) of Section
3.05(a)(II) but that has not been recovered from the Borrower or otherwise from
collections on or the proceeds of the Mortgage Loan or REO Property in respect
of which the Advance was made.

          "Unrestricted Servicer Reports": Each of the files and reports
comprising the CMSA Investor Reporting Package (excluding the CMSA Bond Level
File, the CMSA Collateral Summary File, the CMSA Loan Setup File, the CMSA Loan
Periodic Update File, the CMSA Property File and the Restricted Servicer
Reports) and the ARCap Realized Loss Report.

          "USAP": The Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America.

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

                                      -63-
<PAGE>

          "Voting Rights": The voting rights evidenced by the respective
Certificates. At all times during the term of this Agreement, 99.0% of the
Voting Rights shall be allocated among all the Holders of the various Classes of
Principal Balance Certificates in proportion to the respective Class Principal
Balances of such Classes, and 1.0% of the Voting Rights shall be allocated to
the Holders of the Class X Certificates. Voting Rights allocated to a particular
Class of Certificateholders shall be allocated among such Certificateholders in
proportion to the respective Percentage Interests evidenced by their respective
Certificates. No Voting Rights shall be allocated to the Class R or Class V
Certificateholders.

          "Weighted Average REMIC I Remittance Rate": As defined in Section
2.15(f).

          "WFB": Wells Fargo Bank, National Association, or its successor in
interest.

          "WFB Pooled Mortgage Loan": Any Mortgage Loan that is either an
Original WFB Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan that was
delivered under the WFB Pooled Mortgage Loan Purchase Agreement in substitution
for an Original WFB Pooled Mortgage Loan.

          "WFB Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of June 24, 2004, between WFB as
seller and the Depositor as purchaser.

          "Within Grace Period Loan": With respect to any Monthly Payment or
Assumed Monthly Payment due and payable, or deemed due and payable, in respect
of any particular Pooled Mortgage Loan, the status attributable to that Mortgage
Loan by reason of, if applicable, the fact that, although such Monthly Payment
or Assumed Monthly Payment has not been received, the Due Date, together with
any applicable grace period, for such Monthly Payment or Assumed Monthly Payment
has not passed.

          "Workout-Delayed Reimbursement Amount": As defined in subsection
(II)(i) of Section 3.05(a).

          "Workout Fee": The fee designated as such in, and payable to the
applicable Special Servicer in connection with Corrected Mortgage Loans pursuant
to, the second paragraph of Section 3.11(c).

          "Workout Fee Rate": With respect to each Corrected Mortgage Loan,
1.0%.

          "Yield Maintenance Charge": With respect to any Mortgage Loan, any
premium, fee or other additional amount paid or payable, as the context
requires, by a Borrower in connection with a Principal Prepayment on, or other
early collection of principal of, a Mortgage Loan, calculated, in whole or in
part, pursuant to a yield maintenance formula or otherwise pursuant to a formula
that reflects the lost interest, including any specified amount or specified
percentage of the amount prepaid which constitutes the minimum amount that such
Yield Maintenance Charge may be.

          SECTION 1.02. General Interpretive Principles.

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

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

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

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

                                      -64-
<PAGE>

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

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

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

          SECTION 1.03. Certain Calculations in Respect of the Mortgage Pool.

          (a) All amounts Received by the Trust in respect of any
Cross-Collateralized Group, including any payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds (including any such
collections on or in respect of Corrected Mortgage Loans), together with any
other cash recoveries on and proceeds of any Cross-Collateralized Group shall be
applied among the Pooled Mortgage Loans constituting such Cross-Collateralized
Group in accordance with the express provisions of the related Mortgage Loan
Documents and, in the absence of such express provisions, in accordance with the
Servicing Standard. All amounts Received by the Trust in respect of or allocable
to any particular Pooled Mortgage Loan (whether or not such Pooled Mortgage Loan
constitutes part of a Cross-Collateralized Group, but excluding the Shell Plaza
Pooled Mortgage Loan and the Non-Trust-Serviced Pooled Mortgage Loan), including
any payments from Borrowers, Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds (including any such collections on or in respect of
Corrected Mortgage Loans), together with any other cash recoveries on and
proceeds of such Pooled Mortgage Loan shall be applied to amounts due and owing
under the related Mortgage Note and Mortgage (including for principal and
accrued and unpaid interest) in accordance with the express provisions of the
related Mortgage Loan Documents and, in the absence of such express provisions
or if and to the extent that such terms authorize the lender to use its
discretion, shall be applied: first, as a recovery of any related and
unreimbursed Servicing Advances (together with, without duplication, any
Unliquidated Advances in respect of prior Servicing Advances and any prior
Servicing Advances theretofore determined to constitute Nonrecoverable Servicing
Advances to the extent not previously reimbursed from amounts otherwise
distributable as principal) and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest (together with, without
duplication, any Unliquidated Advances in respect of prior P&I Advances of such
interest and any P&I Advances of interest theretofore determined to constitute
Nonrecoverable P&I Advances) on such Pooled Mortgage Loan to, but not including,
the Due Date in the Collection Period in which the collection occurred,
exclusive, however, of any portion of such accrued and unpaid interest that
constitutes Default Interest or, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, that constitutes Post-ARD Additional Interest;
third, as a recovery of principal (together with, without duplication, any
Unliquidated Advances in respect of prior P&I Advances of such principal and any
prior P&I Advances of such principal theretofore determined to constitute
Nonrecoverable P&I Advances to the extent not previously reimbursed from amounts
otherwise distributable as principal) of such Pooled Mortgage Loan then due and
owing, including by reason of acceleration of such Pooled Mortgage Loan
following a default thereunder (or, if a Liquidation Event has occurred in
respect of such Pooled Mortgage Loan, as a recovery of principal to the extent
of its entire remaining unpaid principal balance); fourth, unless a Liquidation
Event has occurred in respect of such Pooled Mortgage Loan, as a recovery of
amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items; fifth, unless a Liquidation Event has occurred in
respect of such Pooled Mortgage Loan, as a recovery of Reserve Funds to the
extent then required to be held in escrow; sixth as a recovery of any Default
Charges then due and owing under such Pooled Mortgage Loan; seventh, as a
recovery of any Prepayment Premium or Yield Maintenance Charge then due and
owing under such Pooled Mortgage Loan; eighth, as a recovery of any assumption
fees and modification fees then due and owing under such Pooled Mortgage Loan;
ninth, as a recovery of any other amounts then due and owing under such Pooled
Mortgage Loan other than remaining unpaid principal and, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, other than Post-ARD
Additional Interest; tenth, as a recovery of any remaining principal of such
Pooled Mortgage Loan to the extent of its entire remaining unpaid principal
balance; and, eleventh, in the case of an ARD Mortgage Loan after its
Anticipated


                                      -65-
<PAGE>

Repayment Date, as a recovery of accrued and unpaid Post-ARD Additional Interest
on such ARD Mortgage Loan to but not including the date of receipt by or on
behalf of the Trust.

          (b) Amounts Received by the Trust with respect to each REO Property
(other than, if applicable, any REO Property related to the Shell Plaza Loan
Group or the Non-Trust-Serviced Pooled Mortgage Loan) (exclusive of amounts to
be applied to the payment of the costs of operating, managing, maintaining and
disposing of such REO Property) shall be treated: first, as a recovery of any
related and unreimbursed Servicing Advances (together with any Unliquidated
Advances in respect of prior Servicing Advances and any prior Servicing Advances
theretofore determined to constitute Nonrecoverable Servicing Advances) and, if
applicable, unpaid Liquidation Expenses; second, as a recovery of accrued and
unpaid interest (together with any Unliquidated Advances in respect of prior P&I
Advances of such interest and any P&I Advances of interest theretofore
determined to constitute Nonrecoverable P&I Advances) on the related REO Pooled
Mortgage Loan to, but not including, the Due Date in the Collection Period of
receipt by or on behalf of the Trust, exclusive, however, of any portion of such
accrued and unpaid interest that constitutes Default Interest or, in the case of
an REO Pooled Mortgage Loan that relates to an ARD Mortgage Loan after its
Anticipated Repayment Date, that constitutes Post-ARD Additional Interest;
third, as a recovery of principal (together with any Unliquidated Advances in
respect of prior P&I Advances of such principal any P&I Advances of principal
theretofore determined to constitute Nonrecoverable P&I Advances) of the related
REO Pooled Mortgage Loan to the extent of its entire unpaid principal balance;
fourth, as a recovery of any Default Charges deemed to be due and owing in
respect of the related REO Pooled Mortgage Loan; fifth, as a recovery of any
Prepayment Premium or Yield Maintenance Charge deemed to be due and owing in
respect of the related REO Pooled Mortgage Loan; sixth, as a recovery of any
other amounts deemed to be due and owing in respect of the related REO Pooled
Mortgage Loan (other than, in the case of an REO Pooled Mortgage Loan that
relates to an ARD Mortgage Loan after its Anticipated Repayment Date, accrued
and unpaid Post-ARD Additional Interest); and seventh, in the case of an REO
Pooled Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated
Repayment Date, as a recovery of any accrued and unpaid Post-ARD Additional
Interest on such REO Pooled Mortgage Loan to but not including the date of
receipt by or on behalf of the Trust.

          (c) Amounts collected on or with respect to the Shell Plaza Loan Group
or any related REO Property shall be applied in accordance with Section 3 or
Section 4, as applicable, of the Shell Plaza Intercreditor Agreement. If any
out-of-pocket expense incurred under this Agreement relate, in the good faith,
reasonable judgment of the applicable Master Servicer, the applicable Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Administrator or the
Tax Administrator, as applicable, primarily to the general administration of the
Trust Fund (and is not attributable to any particular mortgage loans), any REMIC
Pool or to any determination respecting the amount, payment or avoidance of any
tax on the Trust Fund under the REMIC Provisions or consists of the actual
payment of any REMIC tax or expense, then such expense shall not be borne by the
Shell Plaza Non-Pooled Subordinate Noteholder. Section 1.03 and Section 3.05(a)
of this Agreement shall be construed in accordance with the preceding statement.
Amounts collected on or with respect to the Lincoln Square Loan Group or any
related REO Property shall be applied in the aggregate in accordance with
Section 1.03(a) or Section 1.03(b), as applicable, and, as between the Lincoln
Square Pooled Mortgage Loan and the related Lincoln Square Serviced Non-Pooled
Pari Passu Companion Loans, on a pro rata basis according to their respective
outstanding principal balances. The parties acknowledge that any payments,
collections and recoveries received by the parties to the Non-Trust Servicing
Agreement related to the Non-Trust-Serviced Pooled Mortgage Loan are required to
be allocated by such parties in accordance with the terms and conditions of the
related Mortgage Loan Group Intercreditor Agreement and such Non-Trust-Serviced
Pooled Mortgage Loan.

          (d) For the purposes of this Agreement, Post-ARD Additional Interest
on an ARD Mortgage Loan or a successor REO Mortgage Loan with respect thereto
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 ARD
Mortgage Loan or successor REO Mortgage Loan, notwithstanding that the terms of
the related loan documents so permit. To the extent any Post-ARD Additional
Interest is not paid on a current basis, it shall be deemed to be deferred
interest.

                                      -66-
<PAGE>

          (e) The foregoing applications of amounts received in respect of any
Mortgage Loan or REO Property shall be determined by the applicable Master
Servicer and reflected in the appropriate monthly report from such Master
Servicer and in the appropriate monthly Certificate Administrator Report as
provided in Section 4.02.

          SECTION 1.04. Cross-Collateralized Mortgage Loans.

          Notwithstanding anything herein to the contrary, it is hereby
acknowledged that any groups of Pooled Mortgage Loans identified on the Pooled
Mortgage Loan Schedule as being cross-collateralized with each other are, in the
case of each such particular group of Pooled Mortgage Loans, by their terms,
cross-defaulted and cross-collateralized with each other. For purposes of
reference only in this Agreement, and without in any way limiting the servicing
rights and powers of the applicable Master Servicer and/or the applicable
Special Servicer, with respect to any Cross-Collateralized Mortgage Loan (or
successor REO Mortgage Loan with respect thereto), the Mortgaged Property (or
REO Property) that relates or corresponds thereto shall be the property
identified in the Pooled Mortgage Loan Schedule as corresponding thereto. The
provisions of this Agreement, including each of the defined terms set forth in
Section 1.01, shall be interpreted in a manner consistent with this Section
1.04; provided that, if there exists with respect to any Cross-Collateralized
Group only one original of any document referred to in the definition of
"Mortgage File" covering all the Pooled Mortgage Loans in such
Cross-Collateralized Group, then the inclusion of the original of such document
in the Mortgage File for any of the Pooled Mortgage Loans constituting such
Cross-Collateralized Group shall be deemed an inclusion of such original in the
Mortgage File for each such Pooled Mortgage Loan.

          SECTION 1.05. Incorporation of Preliminary Statement.

          The parties hereto acknowledge that the Preliminary Statement at the
beginning of this Agreement constitutes a part of this Agreement.



                                      -67-
<PAGE>

                                   ARTICLE II


      CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
   ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR INTERESTS,
  REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST,
                  REMIC III RESIDUAL INTEREST AND CERTIFICATES


          SECTION 2.01. Conveyance of Pooled Mortgage Loans.

          (a) It is the intention of the parties hereto that a common law trust
be established under the laws of the State of New York pursuant to this
Agreement and, further, that such trust be designated as "Bear Stearns
Commercial Mortgage Trust 2004-PWR4". LaSalle 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) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, in trust, without recourse, for the benefit of the Certificateholders
(and for the benefit of the other parties to this Agreement as their respective
interests may appear) all the right, title and interest of the Depositor, in, to
and under (i) the Original Pooled Mortgage Loans and all documents included in
the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor
under Sections 2, 3, 4 (other than Section 4(c)) and 5 (and, to the extent
related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each
Pooled Mortgage Loan Purchase Agreement and (iii) all other assets included or
to be included in the Trust Fund. Such assignment includes (i) all scheduled
payments of principal and interest under and proceeds of the Original Pooled
Mortgage Loans received after the Cut-off Date (other than scheduled payments of
interest and principal due on or before the respective Due Dates for the
Original Pooled Mortgage Loans in June 2004 which shall belong and be promptly
remitted to the related Pooled Mortgage Loan Seller), together with all
documents delivered or caused to be delivered hereunder with respect to the
Original Pooled Mortgage Loans by the respective Pooled Mortgage Loan Sellers
(including all documents included in the related Mortgage Files and Servicing
Files and any related Additional Collateral); (ii) any REO Property acquired in
respect of an Original Pooled Mortgage Loan (or, in the case of any REO Property
related to the Non-Trust-Serviced Pooled Mortgage Loan, the rights of the holder
of the related Original Pooled Mortgage Loan with respect thereto); and (iii)
such funds or assets as from time to time are deposited in each Collection
Account, the Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and, if established, and subject to the rights of
any related Non-Pooled Mortgage Loan Noteholders, the related REO Account. This
conveyance is subject, however, to the right of the Designated Sub-Servicers
pursuant to the Designated Sub-Servicer Agreements and, in the case of any
particular Original Pooled Mortgage Loan, the rights of any other creditor(s)
under any related intercreditor agreement, co-lender agreement or similar
agreement.

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

          (c) The conveyance of the Original Pooled Mortgage Loans and the
related rights and property accomplished hereby is absolute and is intended by
the parties hereto to constitute an absolute transfer of the Original Pooled
Mortgage Loans and such other related rights and property by the Depositor to
the Trustee for the benefit of the Certificateholders. Furthermore, it is not
intended that such conveyance be a pledge of security for a loan. If such
conveyance is determined to be a pledge of security for a loan, however, the
Depositor and the Trustee intend that the rights and obligations of the parties
to such loan shall be established pursuant to the terms of this Agreement. The
Depositor and the Trustee also intend and agree that, in such event, (i) this
Agreement shall constitute a security agreement under applicable law, (ii) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in all of the Depositor's right, title and
interest in and to the assets constituting the Trust Fund,


                                      -68-
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including the Pooled Mortgage Loans subject hereto from time to time, all
principal and interest received on or with respect to such Mortgage Loans after
the Closing Date (other than scheduled payments of interest and principal due
and payable on such Mortgage Loans on or prior to the related Due Date in June
2004 or, in the case of a Replacement Pooled Mortgage Loan, on or prior to the
related date of substitution), all amounts held from time to time in each
Collection Account, the Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Account and, if established, the REO Accounts, and
all investment earnings on such amounts, and all of the Depositor's right, title
and interest under the Pooled Mortgage Loan Purchase Agreements that are
described under clause (ii) of the first sentence of Section 2.01(b), (iii) the
possession by the Trustee or its agent of the Mortgage Notes with respect to the
Pooled Mortgage Loans subject hereto from time to time 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 person designated by such secured party for the purpose of
perfecting such security interest under applicable law, and (iv) 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, securities intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security interest
under applicable law. The Depositor shall file or cause to be filed, as a
precautionary filing, a Form UCC-1 financing statement substantially in the form
attached as Exhibit J hereto in all appropriate locations in the State of
Delaware promptly following the initial issuance of the Certificates, and the
Trustee shall, at the expense of the Depositor (to the extent reasonable),
prepare and file continuation statements with respect thereto, in each case
within six months prior to the fifth anniversary of the immediately preceding
filing. The Depositor shall cooperate in a reasonable manner with the Trustee in
the preparation and filing such continuation statements. This Section 2.01(c)
shall constitute notice to the Trustee pursuant to any requirements of the UCC
in effect in each applicable jurisdiction.

          (d) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that each Pooled
Mortgage Loan Seller is obligated, at such Pooled Mortgage Loan Seller's
expense, pursuant to the related Pooled Mortgage Loan Purchase Agreement, to
deliver to and deposit with, or cause to be delivered to and deposited with, the
Trustee or a Custodian appointed thereby, on or before the Closing Date, the
Mortgage Note for each Pooled Mortgage Loan so assigned, endorsed to the Trustee
as specified in clause (i) of the definition of "Mortgage File" and, on or
before the respective delivery dates therefor set forth in the related Pooled
Mortgage Loan Purchase Agreement, the remainder of the Mortgage File and any
Additional Collateral (other than original Letters of Credit and Reserve Funds,
which are to be transferred to the applicable Master Servicer) for each Original
Pooled Mortgage Loan acquired by the Depositor from such Pooled Mortgage Loan
Seller. Notwithstanding the preceding sentence, if the applicable Pooled
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), (iii), (vii) and (ix)(A) of the definition of
"Mortgage File", with evidence of recording or filing (if applicable, and 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, then (subject to the obligation of
such Pooled Mortgage Loan Seller to nonetheless deliver such document or
instrument to the Trustee or a Custodian appointed thereby promptly upon such
Pooled Mortgage Loan Seller's receipt thereof), so long as a copy of such
document or instrument, certified by the related Pooled Mortgage Loan Seller or
title agent as being a copy of the document deposited for recording or filing,
has been delivered to the Trustee on or before the respective delivery dates
therefor set forth in the related Pooled Mortgage Loan Purchase Agreement, the
delivery requirements of the related Pooled Mortgage Loan Purchase Agreement
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; and if
the applicable Pooled Mortgage Loan Seller cannot or does not so deliver, or
cause to be delivered, as to any Pooled Mortgage Loan (exclusive of the
Non-Trust-Serviced Pooled Mortgage Loan), the original of any of the documents
and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of
"Mortgage File", because such document or instrument has been delivered for
recording or filing, as the case may be, then (subject to the obligation of such
Pooled Mortgage Loan Seller to nonetheless deliver such document or instrument
to the Trustee or a Custodian appointed thereby promptly upon such Pooled
Mortgage Loan Seller's receipt thereof) so long as a copy of such document or
instrument, certified by the related Pooled Mortgage Loan Seller or title agent
as being a copy of the document deposited for recording or filing, has been
delivered to the Trustee on or before the respective delivery dates therefor set
forth in the related Pooled Mortgage Loan Purchase Agreement, the delivery
requirements of the related


                                      -69-
<PAGE>

Pooled Mortgage Loan Purchase Agreement 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. In addition, with respect to each Pooled
Mortgage Loan (exclusive of the Non-Trust-Serviced Pooled Mortgage Loan) under
which any Additional Collateral is in the form of a Letter of Credit as of the
Closing Date, the Depositor hereby represents and warrants that the related
Pooled Mortgage Loan Seller is contractually obligated to cause to be prepared,
executed and delivered to the issuer of each such Letter of Credit such notices,
assignments and acknowledgments as are required under such Letter of Credit to
assign, without recourse, to the Trustee the related Pooled Mortgage Loan
Seller's rights as the beneficiary thereof and drawing party thereunder.
Furthermore, with respect to each WFB Pooled Mortgage Loan, if any, as to which
there exists a secured creditor impaired property insurance policy covering the
related Mortgaged Property, the related Pooled Mortgage Loan Seller is
contractually obligated to cause such policy, within a reasonable period
following the Closing Date, to inure to the benefit of the Trustee on behalf of
the Certificateholders (if and to the extent that it does not by its terms
automatically run to the holder of such Mortgage Loan). The Depositor shall
deliver to the Trustee on or before the Closing Date a fully executed
counterpart of each Pooled Mortgage Loan Purchase Agreement. With respect to the
Non-Trust-Serviced Pooled Mortgage Loan, the parties acknowledge the provisions
of the related Pooled Mortgage Loan Purchase Agreement in which the related
Pooled Mortgage Loan Seller represents, warrants and covenants to the effect
that the documents described in clauses (ii) and (iii) of the definition of
"Mortgage File" and documents comparable to those described in clause (iv) of
the definition of "Mortgage File" have been delivered to the trustee or
custodian under the related Non-Trust Servicing Agreement, except to the extent
that the absence of such document does not violate the terms of such Non-Trust
Servicing Agreement. In addition, with respect to the Non-Trust-Serviced Pooled
Mortgage Loan, the parties acknowledge the provisions of the related Pooled
Mortgage Loan Purchase Agreement in which the related Pooled Mortgage Loan
Seller represents, warrants and covenants to the effect that any "Document
Defect" as such term is defined in the applicable Non-Trust Servicing Agreement
shall constitute a Document Defect under the related Pooled Mortgage Loan
Purchase Agreement. None of the Depositor, the Trustee, the Fiscal Agent, any
Custodian, either Master Servicer or either Special Servicer shall be liable for
any failure by any Pooled Mortgage Loan Seller to comply with the document
delivery requirements of the related Pooled Mortgage Loan Purchase Agreement.

          (e) As soon as reasonably possible, and in any event within 45 days
after the later of (i) the Closing Date (or, in the case of a Replacement Pooled
Mortgage Loan substituted as contemplated by Section 2.03, after the related
date of substitution) and (ii) the date on which all recording information
necessary to complete the subject document is received by the Trustee, the
Trustee shall complete (to the extent necessary), and shall submit for recording
or filing, as the case may be, including via electronic means, if appropriate,
in or with the appropriate office for real property records or UCC Financing
Statements, as applicable, each assignment of Mortgage and assignment of
Assignment of Leases (except, in each case, with respect to any Mortgage or
Assignment of Leases that has been recorded in the name of MERS or its designee)
in favor of the Trustee referred to in clause (iv) of the definition of
"Mortgage File" that has been received by the Trustee or a Custodian on its
behalf and each assignment of UCC Financing Statement (except with respect to
any UCC Financing Statement that has been recorded in the name of MERS or its
designee) in favor of the Trustee referred to in clause (ix)(B) of the
definition of "Mortgage File" that has been received by the Trustee or a
Custodian on its behalf; provided, however, that (x) the Trustee shall only
submit such items for recording or filing to the extent that they are related to
Mortgage Loans for which PMCF is the Pooled Mortgage Loan Seller and (y) the
parties acknowledge that the BSCMI Pooled Mortgage Loan Purchase Agreement and
the WFB Pooled Mortgage Loan Agreement require BSCMI or WFB, as the case may be,
to itself submit or cause to be submitted, such items for recording or filing to
the extent that they are related to Mortgage Loans for which such Pooled
Mortgage Loan Seller is the applicable Pooled Mortgage Loan Seller. Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee following recording, and each such assignment of UCC
Financing Statement shall reflect that the file copy thereof or an appropriate
receipt therefor, as applicable, should be returned to the Trustee following
filing; provided that in those instances where the public recording office
retains the original assignment of Mortgage or assignment of Assignment of
Leases the Trustee shall obtain therefrom a copy of the recorded original. At
such time as such assignments or verifications of electronic filing have been
returned to the Trustee, the Trustee shall forward a copy thereof to the
applicable 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 Trustee shall direct the related Pooled Mortgage Loan Seller to prepare or
cause to be prepared promptly, pursuant to the related Pooled Mortgage Loan
Purchase Agreement, a substitute therefor or


                                      -70-
<PAGE>

cure such defect, as the case may be, and thereafter the Trustee shall, upon
receipt thereof, cause the same to be duly recorded or filed, as appropriate. If
the related Pooled Mortgage Loan Seller has been so notified and has not
prepared a substitute document or cured such defect, as the case may be, within
60 days, the Trustee shall promptly notify the Master Servicers, the Special
Servicer, the Rating Agencies and the Controlling Class Representative. The
Depositor and the Trustee hereby acknowledge and agree that PMCF shall be
responsible for paying, pursuant to a separate agreement and not pursuant to
this Agreement, an upfront fee to the Trustee in connection with the
above-referenced recording and filing of documents insofar as such recording and
filing relate to the Original Pooled Mortgage Loans sold by PMCF under the PMCF
Pooled Mortgage Loan Purchase Agreement; provided that PMCF shall not actually
record or file any such documents.

          (f) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that each Pooled
Mortgage Loan Seller is contractually obligated, at such Pooled Mortgage Loan
Seller's expense, pursuant to the related Pooled Mortgage Loan Purchase
Agreement, to deliver to and deposit with, or cause to be delivered to and
deposited with, the applicable Master Servicer, on or before the date that is 45
days after the Closing Date, in the case of the items in clause (i) below, and
20 days after the Closing Date, in the case of the items in clause (ii) below,
the following items (except to the extent that any of the following items are to
be retained by a primary servicer that will continue to act on behalf of the
applicable Master Servicer as a Sub-Servicer and except to the extent that any
of the following items relate to the Non-Trust-Serviced Pooled Mortgage Loan):
(i) originals or copies of all financial statements, appraisals,
environmental/engineering reports, transaction screens, seismic assessment
reports, leases, rent rolls, Insurance Policies and certificates, major space
leases, legal opinions and tenant estoppels and any other relevant documents
relating to the origination and servicing of any Mortgage Loan that are
reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan in the possession or under the control of such Pooled
Mortgage Loan Seller that relate to the Original Pooled Mortgage Loans
transferred by it to the Depositor and, to the extent that any original
documents are not required to be a part of a Mortgage File for any such Original
Pooled Mortgage Loan, originals or copies of all documents, certificates and
opinions in the possession or under the control of such Pooled Mortgage Loan
Seller that were delivered by or on behalf of the related Borrowers in
connection with the origination of such Original Pooled Mortgage Loans (provided
that such Pooled Mortgage Loan Seller shall not be required to deliver any
attorney-client privileged communication, draft documents or any documents or
materials prepared by it or its Affiliates for internal uses, including without
limitation, credit committee briefs or memoranda and other internal approval
documents); and (ii) all unapplied Reserve Funds and Escrow Payments in the
possession or under the control of such Pooled Mortgage Loan Seller that relate
to the Original Pooled Mortgage Loans transferred by such Pooled Mortgage Loan
Seller to the Depositor. Each Master Servicer shall hold all such documents,
records and funds that it so receives on behalf of the Trustee in trust for the
benefit of the Certificateholders (and, insofar as they also relate to any
Serviced Non-Pooled Mortgage Loan, on behalf of and for the benefit of any and
all related Serviced Non-Pooled Mortgage Loan Noteholders).

          SECTION 2.02. Acceptance of Mortgage Assets by Trustee.

          (a) Subject to the other provisions in this Section 2.02, the Trustee,
by its execution and delivery of this Agreement, hereby accepts receipt on
behalf of the Trust, directly or through a Custodian on its behalf, of (i) the
Original Pooled Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files and (ii) all other assets delivered to it
and included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents received by it that constitute portions
of the Mortgage Files, and that it holds and will hold the Original Pooled
Mortgage Loans and such other assets, together with any other Pooled Mortgage
Loans and assets subsequently delivered to it that are to be included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders. To the extent that the Mortgage File relates to a Pooled
Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall
also hold such Mortgage File in trust for the use and benefit of the related
Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges
receipt of all of the original Letters of Credit relating to the Serviced Pooled
Mortgage Loans for which it is the applicable Master Servicer, copies of which
are part of the Mortgage File and agrees to hold such Letters of Credit in trust
for the benefit of the Trustee. In connection with the


                                      -71-
<PAGE>

foregoing, the Trustee hereby certifies to each of the other parties hereto,
each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled
Mortgage Loan, except as specifically identified in the Schedule of Exceptions
to Mortgage File Delivery attached hereto as Schedule II, (i) all documents
specified in clause (i) of the definition of "Mortgage File" are in its
possession or the possession of a Custodian on its behalf, and (ii) the original
Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such
Mortgage Note) received by it or any Custodian with respect to such Pooled
Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A)
appears regular on its face (handwritten additions, changes or corrections shall
not constitute irregularities if initialed by the Borrower), (B) appears to have
been executed (where appropriate) and (C) purports to relate to such Pooled
Mortgage Loan.

          (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted or if the recordation/filing contemplated by Section
2.01(e) has not been completed (based solely on receipt by the Trustee of the
particular documents showing evidence of the recordation/filing), every 90 days
thereafter until the earlier of (i) the date on which such exceptions are
eliminated and such recordation/filing has been completed, and (ii) the date on
which all the affected Pooled Mortgage Loans are removed from the Trust Fund),
the Trustee or a Custodian on its behalf shall review the documents delivered to
it or such Custodian with respect to each Original Pooled Mortgage Loan, and the
Trustee shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing
to each of the other parties hereto (substantially in the form of Exhibit N),
the Pooled Mortgage Loan Sellers, the Serviced Non-Pooled Mortgage Loan
Noteholders and the Controlling Class Representative that, as to each Original
Pooled Mortgage Loan then subject to this Agreement (except as specifically
identified in any exception report annexed to such certification): (i) the
original Mortgage Note specified in clause (i) of the definition of "Mortgage
File" and all allonges thereto, if any (or a copy of such Mortgage Note,
together with a lost note affidavit and indemnity certifying that the original
of such Mortgage Note has been lost), the original or copy of documents
specified in clauses (ii), (iii), (iv) (except with respect to the
Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the
verification of the effective date with respect to a title policy or the date of
funding with respect to a title commitment) and (x) (if the Pooled Mortgage Loan
Schedule specifies that a material portion of the interest of the Borrower in
the related Mortgaged Property consists of a leasehold interest) of the
definition of "Mortgage File" have been received by it or a Custodian on its
behalf; (ii) if such report is due more than 180 days after the Closing Date,
the recordation/filing contemplated by Section 2.01(e) has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents or
an appropriate receipt of recording/filing therefor); (iii) all documents
received by it or any Custodian with respect to such Pooled Mortgage Loan have
been reviewed by it or by such Custodian on its behalf and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Borrower), (B) appear to have been executed
and (C) purport to relate to such Pooled Mortgage Loan; (iv) based on the
examinations referred to in Section 2.02(a) above and this Section 2.02(b) and
only as to the foregoing documents, the information set forth in the Pooled
Mortgage Loan Schedule with respect to the items specified in clause (iii)(A)
and clause (vi) of the definition of "Pooled Mortgage Loan Schedule" accurately
reflects the information set forth in the related Mortgage File; and (v) the
Trustee on behalf of the Trust is shown as the owner of each Mortgage recorded
in the name of MERS or its designee.

          (c) If a Pooled Mortgage Loan Seller substitutes a Replacement Pooled
Mortgage Loan for any Defective Pooled Mortgage Loan as contemplated by Section
2.03, the Trustee or a Custodian on its behalf shall review the documents
delivered to it or such Custodian with respect to such Replacement Pooled
Mortgage Loan, and the Trustee shall deliver a certification comparable to that
described in the prior paragraph, in respect of such Replacement Pooled Mortgage
Loan, on or about the 30th day following the related date of substitution (and,
if any exceptions are noted, every 90 days thereafter until the earlier of (i)
the date on which such exceptions are eliminated and all related
recording/filing has been completed, and (ii) the date on which such Replacement
Pooled Mortgage Loan is removed from the Trust Fund).

          With respect to the documents described in clause (iii) of the
definition of "Mortgage File", absent actual knowledge to the contrary, the
Trustee may assume, for purposes of the certification(s) delivered in this
Section 2.02(a) or to be delivered pursuant to Section 2.02(b), that the
Mortgage File for each Pooled Mortgage Loan includes a separate Assignment of
Leases.

                                      -72-
<PAGE>

          With respect to the documents described in clause (ix) of the
definition of "Mortgage File", absent actual knowledge to the contrary or copies
of UCC Financing Statements delivered to the Trustee as part of the Mortgage
File indicating otherwise, the Trustee may assume, for purposes of the
certification(s) to be delivered pursuant to this Section 2.02(b), that the
Mortgage File for each Pooled Mortgage Loan should include a copy of one
state-level UCC Financing Statement filed in the state of incorporation or
organization of the related Borrower for each Mortgaged Property (or with
respect to any Pooled Mortgage Loan that has two or more Borrowers, for each
related Borrower). To the extent appropriate under applicable law, the UCC
Financing Statements to be assigned to the Trust will be delivered on the new
national forms and in recordable form and will be filed in the state of
incorporation or organization as so indicated on the documents provided.

          (d) None of the Depositor, the Certificate Administrator, the Trustee,
the Master Servicers, the Special Servicers or any Custodian is under any duty
or obligation to (i) determine whether any of the documents specified in clauses
(iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the
definition of "Mortgage File" exist or are required to be delivered by the
Pooled Mortgage Loan Sellers in respect of any Pooled Mortgage Loan unless such
item(s) are specified on the related Mortgage File Checklist, or (ii) inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Pooled Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, except as expressly provided in
Section 2.01(e), none of the Depositor, the Trustee, the Master Servicers, the
Special Servicers or any Custodian shall have any responsibility for determining
whether the text of any assignment or endorsement is in proper or recordable
form, whether the requisite recording of any document is in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction.

          (e) In performing the reviews contemplated by subsections (a) and (b)
above, the Trustee may conclusively rely on the related Pooled Mortgage Loan
Seller as to the purported genuineness of any such document and any signature
thereon. It is understood that the scope of the Trustee's review of the Mortgage
Files is limited solely to confirming that the documents specified in clauses
(i), (ii), (iii), (iv) (except with respect to the Non-Trust-Serviced Pooled
Mortgage Loan), (viii) (without regard to the verification of the effective date
with respect to a title policy or the date of funding with respect to a title
commitment) and (x) (if the Pooled Mortgage Loan Schedule specifies that a
material portion of the interest of the Borrower in the related Mortgaged
Property consists of a leasehold interest) of the definition of "Mortgage File"
have been received by it or a Custodian on its behalf and such additional
information as will be necessary for delivering the certifications required by
subsections (a) and (b) above.

          SECTION 2.03. Certain Repurchases and Substitutions of Pooled Mortgage
                        Loans by the Pooled Mortgage Loan Sellers.

          (a) If, in the process of reviewing the documents delivered or caused
to be delivered by the Pooled Mortgage Loan Sellers as contemplated by Section
2.01(d), the Trustee or any Custodian discovers that any document required to
have been delivered as contemplated by Section 2.01(d) 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 Pooled
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 (without implying
that any such party has a duty to make or attempt to make such discovery) a
Document Defect in respect of any Pooled Mortgage Loan, the party discovering
such Document Defect shall promptly so notify each of the other parties hereto.
If any party hereto discovers (without implying that any such party has a duty
to make or attempt to make such discovery) or receives notice of a breach of any
representation or warranty relating to any Pooled Mortgage Loan set forth in or
made pursuant to Section 4(b) or 4(d) of any Pooled Mortgage Loan Purchase
Agreement (a "Breach"), such party shall promptly so notify each of the other
parties hereto. Upon the Trustee's discovery or receipt of notice that a
Document Defect or Breach exists with respect to any Pooled Mortgage Loan, the
Trustee shall notify the Controlling Class Representative, the Depositor and the
related Pooled Mortgage Loan Seller.

                                      -73-
<PAGE>

          (b) Promptly upon its becoming aware of any Material Document Defect
or Material Breach with respect to any Pooled Mortgage Loan or its receipt of
notice from the Trustee or any other party to this Agreement of a Material
Document Defect or Material Breach with respect to any Pooled Mortgage Loan, the
applicable Master Servicer shall (and the applicable Special Servicer may)
notify the related Pooled Mortgage Loan Seller in writing of such Material
Document Defect or Material Breach, as the case may be, and direct such Pooled
Mortgage Loan Seller that it must, not later than 90 days from the receipt by
such Pooled Mortgage Loan Seller of such notice or 90 days from the Pooled
Mortgage Loan Seller's discovery of the subject Material Document Defect or
Material Breach (or, if such Material Breach or Material Document Defect, as the
case may be, relates to whether such Pooled Mortgage Loan is or, as of the
Closing Date (or, in the case of a Replacement Pooled Mortgage Loan, as of the
related date of substitution), was a Qualified Mortgage, and provided that such
Pooled Mortgage Loan Seller discovered or received prompt written notice
thereof, within 90 days after any earlier discovery by the Pooled Mortgage Loan
Seller or any party to this Agreement of such Material Breach or Material
Document Defect, as the case may be) (such 90-day period, in any case, the
"Initial Resolution Period"), correct or cure such Material Document Defect or
Material Breach, as the case may be, in all material respects, or repurchase the
affected Pooled Mortgage Loan (as, if and to the extent required by the related
Pooled Mortgage Loan Purchase Agreement), at the applicable Purchase Price;
provided that if such Pooled Mortgage Loan Seller certifies to the Trustee in
writing (i) that such Material Document Defect or Material Breach, as the case
may be, does not relate to whether the affected Pooled Mortgage Loan is or, as
of the Closing Date (or, in the case of a Replacement Pooled Mortgage Loan, as
of the related date of substitution), was a Qualified Mortgage, (ii) that such
Material Document Defect or Material Breach, as the case may be, is capable of
being cured but not within the applicable Initial Resolution Period, (iii) that
such Pooled Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Material Document Defect or Material Breach, as the case may
be, during the applicable Initial Resolution Period, and (iv) that such Pooled
Mortgage Loan Seller anticipates that such Material Document Defect or Material
Breach, as the case may be, will be cured within an additional 90-day period
(such additional 90-day period, the "Resolution Extension Period") (a copy of
which certification shall be delivered by the Trustee to the applicable Master
Servicer, the applicable Special Servicer and the Controlling Class
Representative), then such Pooled Mortgage Loan Seller shall have an additional
period equal to any such applicable Resolution Extension Period to complete such
correction or cure (or, upon failure to complete such correction or cure, to
repurchase the affected Pooled Mortgage Loan); and provided, further, that, in
lieu of repurchasing the affected Pooled Mortgage Loan as contemplated above
(but, in any event, no later than such repurchase would have to have been
completed), such Pooled Mortgage Loan Seller shall be permitted, during the
three-month period following the Startup Day for the REMIC Pool that holds the
affected Pooled Mortgage Loan (or during the two-year period following such
Startup Day if the affected Pooled Mortgage Loan is a "defective obligation"
within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury
Regulations Section 1.860G-2(f)), to replace the affected Pooled Mortgage Loan
with one or more Qualifying Substitute Mortgage Loans and to pay a cash amount
equal to the applicable Substitution Shortfall Amount, subject to any other
applicable terms and conditions of the related Pooled Mortgage Loan Purchase
Agreement and this Agreement. The parties hereto agree that delivery by the
Trustee (or a Custodian on its behalf) of a certification or schedule of
exceptions to a Pooled Mortgage Loan Seller shall not in and of itself
constitute delivery of notice of any Material Document Defect or knowledge of
such Pooled Mortgage Loan Seller of any Material Document Defect therein. If any
Pooled Mortgage Loan is to be repurchased or replaced as contemplated by this
Section 2.03, the applicable Master Servicer shall designate its Collection
Account as the account to which funds in the amount of the applicable Purchase
Price or Substitution Shortfall Amount (as the case may be) are to be wired, and
the applicable Master Servicer shall promptly notify the Trustee and the
Certificate Administrator when such deposit is made. Any such repurchase or
replacement of a Pooled Mortgage Loan shall be on a whole loan, servicing
released basis. Notwithstanding this Section 2.03(b), the absence from the
Mortgage File, (i) on the Closing Date of the Mortgage Note (or a lost note
affidavit and indemnity with a copy of the Mortgage Note) and (ii) by the first
anniversary of the Closing Date, of originals or copies of the following
documents (without the presence of any factor that reasonably mitigates such
absence, non-conformity or irregularity) or of any Specially Designated Mortgage
Loan Document shall be conclusively presumed to be a Material Document Defect
and shall obligate the party discovering such to give the Trustee prompt notice,
whereupon the Trustee shall notify the applicable Pooled Mortgage Loan Seller to
cure such Material Document Defect, or, failing that, repurchase the related
Pooled Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures
set forth herein: (A) the Mortgage and any separate Assignment of Leases as
described by clauses (ii) and (iii) of the definition of "Mortgage File"; (B)
the title


                                      -74-
<PAGE>

insurance policy as described in clause (viii) of the definition of "Mortgage
File" (or, if the policy has not yet been issued, an original or copy of a
written commitment "marked-up" at the closing of such Mortgage Loan, interim
binder or the pro forma title insurance policy, in each case evidencing a
binding commitment to issue such policy); or (C) except in the case of the
Non-Trust-Serviced Pooled Mortgage Loan, the assignment of Mortgage (and any
separate Assignment of Leases) as described by clause (iv) of the definition of
"Mortgage File".

          The remedies provided for in this Section 2.03(b) with respect to any
Material Document Defect or Material Breach with respect to any Pooled Mortgage
Loan shall apply to the related REO Property.

          If (x) a Defective Pooled Mortgage Loan is to be repurchased or
replaced as described above, (y) such Defective Pooled Mortgage Loan is part of
a Cross-Collateralized Group and (z) the applicable document defect or breach
does not constitute a Material Document Defect or Material Breach, as the case
may be, as to the other Pooled Mortgage Loan(s) that are a part of such
Crossed-Collateralized Group (the "Other Crossed Loans") (without regard to this
paragraph), then the applicable Document Defect or Breach (as the case may be)
shall be deemed to constitute a Material Document Defect or Material Breach (as
the case may be) as to each such Other Crossed Loan for purposes of the above
provisions, and the related Pooled Mortgage Loan Seller shall be obligated to
repurchase or replace each such Other Crossed Loan in accordance with the
provisions above unless, in the case of such Breach or Document Defect:

               (A) the related Pooled Mortgage Loan Seller (at its expense)
     delivers or causes to be delivered to the Trustee an Opinion of Counsel to
     the effect that such Pooled Mortgage Loan Seller's repurchase of only those
     Pooled Mortgage Loans as to which a Material Breach has actually occurred
     without regard to the provisions of this paragraph (the "Affected Loan(s)")
     and the operation of the remaining provisions of this Section 2.03(b) will
     not result in an Adverse REMIC Event or an Adverse Grantor Trust Event
     hereunder; and

               (B) both of the following conditions would be satisfied if the
     related Pooled Mortgage Loan Seller were to repurchase or replace only the
     Affected Loans and not the Other Crossed Loans:

                    (i) the debt service coverage ratio for such Other Crossed
          Loan (excluding the Affected Loan(s)) for the four calendar quarters
          immediately preceding the repurchase or replacement is not less than
          the least of (A) 0.10x below the debt service coverage ratio for the
          Cross-Collateralized Group (including the Affected Loan(s)) set forth
          in Appendix B to the Prospectus Supplement, (B) the debt service
          coverage ratio for the Cross-Collateralized Group (including the
          Affected Loan(s)) for the four preceding calendar quarters preceding
          the repurchase or replacement and (C) 1.25x; and

                    (ii) the loan-to-value ratio for the Other Crossed Loans is
          not greater than the greatest of (A) the loan-to-value ratio,
          expressed as a whole number (taken to one decimal place), for the
          Cross-Collateralized Group (including the Affected Loan(s)) set forth
          in Appendix B to the Prospectus Supplement plus 10%, (B) the
          loan-to-value ratio for the Cross-Collateralized Group (including the
          Affected Loan(s)) at the time of repurchase or replacement and (C)
          75%.

The determination of the applicable Master Servicer as to whether the conditions
set forth above have been satisfied shall be conclusive and binding in the
absence of manifest error. The applicable Master Servicer will be entitled to
cause to be delivered, or direct the related Pooled Mortgage Loan Seller to
cause to be delivered, to the applicable Master Servicer an Appraisal of any or
all of the related Mortgaged Properties for purposes of determining whether the
condition set forth in clause (ii) above has been satisfied, in each case at the
expense of the related Pooled Mortgage Loan Seller if the scope and cost of the
Appraisal is approved by the related Pooled Mortgage Loan Seller and the
Controlling Class Representative (such approval not to be unreasonably withheld
in each case).

          With respect to any Defective Pooled Mortgage Loan that forms a part
of a Cross-Collateralized Group and as to which the conditions described in the
preceding paragraph are satisfied, such that the Trust Fund will continue to
hold the Other Crossed Loans, the related Pooled Mortgage Loan Seller and the
Trustee, as successor to the Depositor, are bound by an agreement (set forth in
the related Pooled Mortgage Loan Purchase Agreement) to forbear from enforcing



                                      -75-
<PAGE>

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

          To the extent necessary and appropriate, the Trustee shall execute
(or, subject to Section 3.01(b) and Section 3.10, provide the applicable Master
Servicer with a limited power of attorney that enables the applicable Master
Servicer to execute) the modification of the loan documents that complies with
the applicable Pooled Mortgage Loan Purchase Agreement to remove the threat of
impairment of the ability of the Pooled Mortgage Loan Seller or the Trust Fund
to exercise its remedies with respect to the Primary Collateral securing the
Pooled Mortgage Loan(s) held by such party resulting from the exercise of
remedies by the other such party; provided that the Trustee shall not be liable
for any misuse of any such power of attorney by a Master Servicer. The
applicable Master Servicer shall advance all costs and expenses incurred by the
Trustee and such Master Servicer with respect to any Cross-Collateralized Group
pursuant to this paragraph, and such advances and interest thereon shall (i)
constitute and be reimbursable as Servicing Advances and (ii) be included in the
calculation of Purchase Price for the Pooled Mortgage Loan(s) to be repurchased
or replaced. The applicable Master Servicer shall not be liable to any
Certificateholder or any other party hereto if a modification of the loan
documents described above cannot be effected for any reason beyond the control
of such Master Servicer.

          The reasonable "out-of-pocket" costs and expenses incurred by the
applicable Master Servicer, the applicable Special Servicer and/or the Trustee
pursuant to this Section 2.03(b), including reasonable attorney fees and
expenses, shall constitute Servicing Advances to the extent not collected from
the related Pooled Mortgage Loan Seller.

          (c) Whenever one or more Replacement Pooled Mortgage Loans are
substituted for a Defective Pooled Mortgage Loan by a Pooled Mortgage Loan
Seller as contemplated by this Section 2.03, the applicable Master Servicer
shall direct the party effecting the substitution to deliver to the Trustee the
related Mortgage File and a certification to the effect that such Replacement
Pooled Mortgage Loan satisfies or such Replacement Pooled Mortgage Loans
satisfy, as the case may be, all of the requirements of the definition of
"Qualifying Substitute Mortgage Loan". No mortgage loan may be substituted for a
Defective Pooled Mortgage Loan as contemplated by this Section 2.03 if the
Pooled Mortgage Loan to be replaced was itself a Replacement Pooled Mortgage
Loan, in which case, absent a cure of the relevant Material Breach or Material
Document Defect, the affected Pooled Mortgage Loan will be required to be
repurchased as contemplated hereby. Monthly Payments due with respect to each
Replacement Pooled Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each corresponding
Deleted Pooled Mortgage Loan (if any) after its respective Cut-off Date and on
or prior to the related date of substitution, shall be part of the Trust Fund.
Monthly Payments due with respect to each Replacement Pooled Mortgage Loan (if
any) on or prior to the related date of substitution, and Monthly Payments due
with respect to each corresponding Deleted Pooled Mortgage Loan (if any) after
the related date of substitution, shall not be part of the Trust Fund and are to
be remitted by the applicable Master Servicer to the party effecting the related
substitution promptly following receipt.

          If any Pooled Mortgage Loan is to be repurchased or replaced by a
Pooled Mortgage Loan Seller as contemplated by this Section 2.03, the applicable
Master Servicer shall direct such party to amend the Pooled Mortgage


                                      -76-
<PAGE>

Loan Schedule to reflect the removal of any Deleted Pooled Mortgage Loan and, if
applicable, the substitution of the related Replacement Pooled Mortgage Loan(s);
and, upon its receipt of such amended Pooled Mortgage Loan Schedule, the
applicable Master Servicer shall deliver or cause the delivery of such amended
Pooled Mortgage Loan Schedule to the other parties hereto. Upon any substitution
of one or more Replacement Pooled Mortgage Loans for a Deleted Pooled Mortgage
Loan, such Replacement Pooled Mortgage Loan(s) shall become part of the Trust
Fund and be subject to the terms of this Agreement in all respects.

          The reasonable "out-of-pocket" costs and expenses incurred by the
applicable Master Servicer, the applicable Special Servicer and/or the Trustee
pursuant to this Section 2.03(c), including reasonable attorney fees and
expenses, shall constitute Servicing Advances to the extent not collected from
the related Pooled Mortgage Loan Seller.

          (d) Upon receipt of an Officer's Certificate from the applicable
Master Servicer to the effect that the full amount of the Purchase Price or
Substitution Shortfall Amount (as the case may be) for any Pooled Mortgage Loan
repurchased or replaced by the related Pooled Mortgage Loan Seller as
contemplated by this Section 2.03 has been deposited in such Master Servicer's
Collection Account, and further, if applicable, upon receipt of the Mortgage
File for each Replacement Pooled Mortgage Loan (if any) to be substituted for a
Deleted Pooled Mortgage Loan, together with any certifications and/or opinions
required pursuant to Section 2.03(b) to be delivered by the party effecting the
repurchase/substitution, the Trustee shall (i) release or cause the release of
the Mortgage File and any Additional Collateral held by or on behalf of the
Trustee for the Deleted Pooled Mortgage Loan to the related Pooled Mortgage Loan
Seller or its designee and (ii) execute and deliver such instruments of release,
transfer and/or assignment, in each case without recourse, as shall be provided
to it and are reasonably necessary to vest in the party effecting the
repurchase/substitution or its designee the ownership of the Deleted Pooled
Mortgage Loan, and the applicable Master Servicer shall notify the affected
Borrowers of the transfers of the Deleted Pooled Mortgage Loan(s) and any
Replacement Pooled Mortgage Loan(s). If the Mortgage related to the Deleted
Pooled Mortgage Loan has been recorded in the name of MERS or its designee, the
related Master Servicer shall take all necessary action to reflect the release
of such Mortgage on the records of MERS. In connection with any such repurchase
or substitution by the related Pooled Mortgage Loan Seller, each of the Master
Servicers and the Special Servicers shall deliver to the party effecting the
repurchase/substitution or its designee any portion of the related Servicing
File, together with any Escrow Payments, Reserve Funds and Additional
Collateral, held by or on behalf of such Master Servicer or such Special
Servicer, as the case may be, with respect to the Deleted Pooled Mortgage Loan,
in each case at the expense of the party effecting the repurchase/substitution.
The reasonable "out-of-pocket" costs and expenses, including reasonable
attorneys' fees and expenses, incurred by a Master Servicer, a Special Servicer
and/or the Trustee pursuant to this Section 2.03(d), to the extent not collected
from the related Pooled Mortgage Loan Seller, shall be reimbursable to each of
them as Servicing Advances in respect of the affected Pooled Mortgage Loan.

          (e) The related Pooled Mortgage Loan Purchase Agreement provides the
sole remedies available to the Certificateholders, or the Trustee on their
behalf, respecting any Document Defect or Breach with respect to any Pooled
Mortgage Loan. If, in connection with any Material Document Defect or Material
Breach, the related Pooled Mortgage Loan Seller defaults on its obligations to
cure such Material Document Defect or Material Breach, as the case may be, in
all material respects or to repurchase or replace the affected Pooled Mortgage
Loan as contemplated by this Section 2.03, then the applicable Master Servicer
shall (and the applicable Special Servicer may) promptly notify the Trustee and
the Controlling Class Representative, and the Trustee shall notify the
Certificateholders. Thereafter, the Trustee shall (and the applicable Special
Servicer may in its own name, or as provided below, in the name of the Trustee)
take such actions on behalf of the Trust with respect to the enforcement of such
repurchase/substitution obligations, including the institution and prosecution
of appropriate legal proceedings, as the Trustee (or, if applicable, the
applicable Special Servicer) shall determine are in the best interests of the
Certificateholders (taken as a collective whole). Any and all reasonable
"out-of-pocket" costs and expenses incurred by the applicable Master Servicer,
the Trustee and/or the applicable Special Servicer pursuant to this Section
2.03(e), including, reasonable attorney's fees and expenses, to the extent not
collected from the related Pooled Mortgage Loan Seller, shall constitute
Servicing Advances in respect of the affected Pooled Mortgage Loan. Except as
provided in Section 3.01(b), in the exercise of any such remedies as described
above, no party to this Agreement nor any Certificateholder may institute any
legal action in the name of the Trustee


                                      -77-
<PAGE>

pursuant to a power of attorney or otherwise without the written consent of the
Trustee, which consent shall not be unreasonably withheld.

          (f) The Trustee shall not consent to the assignment of the related
Pooled Mortgage Loan Seller's obligations under any Pooled Mortgage Loan
Purchase Agreement without written confirmation to the Trustee from each Rating
Agency to the effect that such assignment would not, in and of itself, result in
an Adverse Rating Event with respect to any Class of Rated Certificates.

          SECTION 2.04. Representations and Warranties of the Depositor.

          (a) The Depositor hereby represents and warrants to each of the other
parties hereto 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 Depositor's execution and delivery of, performance
     under, and compliance with this Agreement, will not violate the Depositor's
     organizational documents or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material agreement or other material
     instrument to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of the Depositor, is
     likely to affect materially and adversely the ability of the Depositor to
     perform its obligations under this Agreement.

               (iii) The Depositor has the full corporate power and authority to
     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. 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,
     receivership, moratorium and other laws affecting the enforcement of
     creditors' rights generally, and (B) general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.

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

               (v) Immediately prior to the transfer of the Original Pooled
     Mortgage Loans to the Trustee for the benefit of the Certificateholders
     pursuant to this Agreement, the Depositor had such right, title and
     interest in and to each Original Pooled Mortgage Loan as was transferred to
     it by the related Pooled Mortgage Loan Seller pursuant to the related
     Pooled Mortgage Loan Purchase Agreement. The Depositor has not transferred
     any of its right, title and interest in and to the Original Pooled Mortgage
     Loans to any Person other than the Trustee.

               (vi) The Depositor is transferring all of its right, title and
     interest in and to the Original Pooled Mortgage Loans to the Trustee for
     the benefit of the Certificateholders free and clear of any and all liens,
     pledges, charges, security interests and other encumbrances created by or
     through the Depositor.

               (vii) Except for any actions that are the express responsibility
     of another party hereunder or under any Pooled Mortgage Loan Purchase
     Agreement, and further except for actions that the Depositor is expressly
     permitted to complete subsequent to the Closing Date, the Depositor has
     taken all actions required under applicable law to effectuate the transfer
     of all of its right, title and interest in and to the Original Pooled
     Mortgage Loans by the Depositor to the Trustee.

                                      -78-
<PAGE>

               (viii) No consent, approval, license, authorization or order of
     any state or federal court or governmental agency or body is required for
     the consummation by the Depositor of the transactions contemplated herein,
     except for (A) those consents, approvals, licenses, authorizations or
     orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of the Depositor to perform its
     obligations under this Agreement and (B) those filings and recordings of
     the Depositor and assignments thereof that are contemplated by this
     Agreement to be completed after the Closing Date.

          (b) The representations and warranties of the Depositor set forth in
Section 2.04(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 party hereto of
any breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto,
the party discovering such breach shall give prompt written notice thereof to
the other parties hereto.

          SECTION 2.05. Representations and Warranties of PAR as a Master
                        Servicer.

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

               (i) Such Master Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware, and
     such Master Servicer is in compliance with the laws of each State in which
     any related Mortgaged Property is located to the extent necessary to ensure
     the enforceability of each Mortgage Loan for which it is the Master
     Servicer hereunder and to perform its obligations under this Agreement.

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

               (iii) Such Master Servicer has the full power and authority to
     enter into and consummate all transactions involving such Master Servicer
     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 such Master Servicer, enforceable against such
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, moratorium
     and other laws affecting the enforcement of creditors' rights generally,
     and (B) general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

               (v) Such Master Servicer is not in violation of, and its
     execution and delivery of, performance under and compliance with 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
     such Master Servicer's good faith and reasonable judgment, is likely to
     affect materially and adversely the ability of such Master Servicer to
     perform its obligations under this Agreement.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by such Master Servicer of the transactions contemplated


                                      -79-
<PAGE>

     herein, and such Master Servicer possesses all licenses and authorizations
     necessary to perform its obligations under this Agreement, except for those
     consents, approvals, licenses, authorizations or orders that previously
     have been obtained or where the lack of such consent, approval, license,
     authorization or order would not have a material adverse effect on the
     ability of such Master Servicer to perform its obligations under this
     Agreement.

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

               (viii) Such Master Servicer has errors and omissions insurance in
     the amounts and with the coverage required by Section 3.07(d).

          (b) The representations and warranties of PAR as a Master Servicer set
forth in Section 2.05(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
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

          (c) Any successor to PAR as a Master Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.05(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.05(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

          SECTION 2.06. Representations and Warranties of WFB as a Master
                        Servicer.

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

               (i) Such Master Servicer is a national banking association duly
     organized, validly existing and in good standing under the laws of the
     United States, and such Master Servicer is in compliance with the laws of
     each State in which any related Mortgaged Property is located to the extent
     necessary to ensure the enforceability of each Mortgage Loan for which it
     is the Master Servicer hereunder and to perform its obligations under this
     Agreement, except where the failure to so qualify or comply would not
     adversely affect such Master Servicer's ability to perform its obligations
     hereunder in accordance with the terms of this Agreement.

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

               (iii) Such Master Servicer has the full power and authority to
     enter into and consummate all transactions involving such Master Servicer
     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 such Master Servicer, enforceable against such
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, moratorium
     and other laws affecting the enforcement of creditors' rights generally,


                                      -80-
<PAGE>

     and (B) general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

               (v) Such Master Servicer is not in violation of, and its
     execution and delivery of, performance under and compliance with 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
     such Master Servicer's good faith and reasonable judgment, is likely to
     affect materially and adversely the ability of such Master Servicer to
     perform its obligations under this Agreement.

               (vi) No consent, approval, license, authorization or order of any
     state or federal court or governmental agency or body is required for the
     consummation by such Master Servicer of the transactions contemplated
     herein, except for those consents, approvals, licenses, authorizations or
     orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of such Master Servicer to perform
     its obligations under this Agreement, and, except to the extent in the case
     of performance, that its failure to be qualified as a foreign corporation
     or licensed in one or more states is not necessary for the performance by
     it of its obligations hereunder.

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

               (viii) Such Master Servicer has errors and omissions insurance in
     the amounts and with the coverage required by Section 3.07(d).

          (b) The representations and warranties of WFB as a Master Servicer set
forth in Section 2.06(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
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

          (c) Any successor to WFB as a Master Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 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.

          SECTION 2.07. Representations and Warranties of the General Special
                        Servicer.

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

               (i) The General Special Servicer is a corporation duly organized,
     validly existing and in good standing under the laws of the State of
     Delaware, the General Special Servicer is in compliance with the laws of
     each State in which any related Mortgaged Property is located to the extent
     necessary to ensure the enforceability of each Mortgage Loan and to perform
     its obligations under this Agreement, except where the failure to so
     qualify or comply would not adversely affect the General Special Servicer's
     ability to perform its obligations under this Agreement.

               (ii) The General Special Servicer's execution and delivery of,
     performance under and compliance with this Agreement will not violate the
     General Special Servicer's organizational documents or


                                      -81-
<PAGE>

     constitute a default (or an event which, with notice or lapse of time, or
     both, would constitute a default) under, or result in the breach of, any
     material agreement or other material instrument to which it is a party or
     by which it is bound, which default or breach, in the good faith and
     reasonable judgment of the General Special Servicer, is likely to affect
     materially and adversely the ability of the General Special Servicer to
     perform its obligations under this Agreement.

               (iii) The General Special Servicer has the full power and
     authority to enter into and consummate all transactions involving the
     General Special Servicer 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 General Special Servicer, enforceable against
     the General Special Servicer in accordance with the terms hereof, subject
     to (A) applicable bankruptcy, insolvency, reorganization, receivership,
     moratorium and other laws affecting the enforcement of creditors' rights
     generally, and (B) general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

               (v) The General Special Servicer is not in violation of, and its
     execution and delivery of, performance under 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 General Special Servicer's good faith and reasonable
     judgment, is likely to affect materially and adversely the ability of the
     General Special Servicer to perform its obligations under this Agreement.

               (vi) No consent, approval, license, authorization or order of any
     state or federal court or governmental agency or body is required for the
     consummation by the General Special Servicer of the transactions
     contemplated herein, except for those consents, approvals, licenses,
     authorizations or orders that previously have been obtained or where the
     lack of such consent, approval, license, authorization or order would not
     have a material adverse effect on the ability of the General Special
     Servicer to perform its obligations under this Agreement.

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

               (viii) The General Special Servicer has errors and omissions
     insurance in the amounts and with the coverage required by Section 3.07(d).

          (b) The representations and warranties of the General Special Servicer
set forth in Section 2.07(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
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

          (c) Any successor General Special Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 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.

                                      -82-
<PAGE>

          SECTION 2.08. Representations and Warranties of the Shell Plaza
                        Special Servicer.

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

               (i) The Shell Plaza Special Servicer is duly organized, validly
     existing and in good standing as a Delaware corporation, and the Shell
     Plaza Special Servicer is in compliance with the laws of each State in
     which any related Mortgaged Property is located to the extent necessary to
     ensure the enforceability of the Shell Plaza Loan Group and to perform its
     obligations under this Agreement, except where the failure to so qualify or
     comply would not adversely affect the Shell Plaza Special Servicer's
     ability to perform its obligations under this Agreement.

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

               (iii) The Shell Plaza Special Servicer has the requisite power
     and authority to enter into and consummate all transactions involving the
     Shell Plaza Special Servicer 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 Shell Plaza Special Servicer, enforceable
     against the Shell Plaza Special Servicer in accordance with the terms
     hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
     receivership, moratorium and other laws affecting the enforcement of
     creditors' rights generally and the rights of creditors of banks, and (B)
     general principles of equity, regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

               (v) The Shell Plaza Special Servicer is not in violation of, and
     its execution and delivery of, performance under 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 Shell Plaza Special Servicer's reasonable judgment, is
     likely to affect materially and adversely the ability of the Shell Plaza
     Special Servicer to perform its obligations under this Agreement.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Shell Plaza Special Servicer of the transactions
     contemplated herein, except for those consents, approvals, authorizations
     or orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of the Shell Plaza Special Servicer
     to perform its obligations under this Agreement.

               (vii) No litigation is pending or, to the best of the Shell Plaza
     Special Servicer's knowledge, threatened against the Shell Plaza Special
     Servicer that, if determined adversely to the Shell Plaza Special Servicer,
     would prohibit the Shell Plaza Special Servicer from entering into this
     Agreement or that, in the Shell Plaza Special Servicer's good faith and
     reasonable judgment, is likely to materially and adversely affect the
     ability of the Shell Plaza Special Servicer to perform its obligations
     under this Agreement.

                                      -83-
<PAGE>

               (viii) The Shell Plaza Special Servicer has errors and omissions
     insurance in the amounts and the coverage required by Section 3.07(d).

          (b) The representations and warranties of the Shell Plaza Special
Servicer 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 party hereto of a breach of any of such representations and
warranties that materially and adversely affects the interests of the
Certificateholders or any party hereto, the party discovering such breach shall
give prompt written notice to each of the other parties hereto.

          (c) Any successor Shell Plaza Special Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 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.

          SECTION 2.09. Representations and Warranties of the Certificate
                        Administrator.

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

               (i) The Certificate Administrator is duly organized, validly
     existing and in good standing as a national banking association under the
     laws of the United States and possesses all licenses and authorizations
     necessary to the performance of its obligations under this Agreement.

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

               (iii) The Certificate Administrator has the requisite power and
     authority to enter into and consummate all transactions involving the
     Certificate Administrator 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 Certificate Administrator, enforceable
     against the Certificate Administrator in accordance with the terms hereof,
     subject to (A) applicable bankruptcy, insolvency, reorganization,
     receivership, moratorium and other laws affecting the enforcement of
     creditors' rights generally and the rights of creditors of banks, and (B)
     general principles of equity, regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

               (v) The Certificate Administrator is not in violation of, and its
     execution and delivery of, performance under 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 Certificate Administrator's reasonable judgment, is
     likely to affect materially and adversely the ability of the Certificate
     Administrator to perform its obligations under this Agreement.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Certificate Administrator of the transactions


                                      -84-
<PAGE>

     contemplated herein, except for those consents, approvals, authorizations
     or orders that previously have been obtained.

               (vii) No litigation is pending or, to the best of the Certificate
     Administrator's knowledge, threatened against the Certificate Administrator
     that, if determined adversely to the Certificate Administrator, would
     prohibit the Certificate Administrator from entering into this Agreement or
     that, in the Certificate Administrator's reasonable judgment, is likely to
     materially and adversely affect the ability of the Certificate
     Administrator to perform its obligations under this Agreement.

               (viii) The Certificate Administrator is eligible to act in such
     capacity hereunder in accordance with Section 8.06.

          (b) The representations and warranties of the Certificate
Administrator set forth in Section 2.09(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 party hereto of a breach of any of such representations and
warranties that materially and adversely affects the interests of the
Certificateholders or any party hereto, the party discovering such breach shall
give prompt written notice to each of the other parties hereto.

          (c) Any successor Certificate Administrator shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.09(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.09(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

          SECTION 2.10. Representations and Warranties of the Tax Administrator.

          (a) The Tax Administrator hereby represents and warrants to, and
covenants with, each of the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:

               (i) The Tax Administrator is duly organized, validly existing and
     in good standing as a national banking association under the laws of the
     United States and possesses all licenses and authorizations necessary to
     the performance of its obligations under this Agreement.

               (ii) The Tax Administrator's execution and delivery of,
     performance under and compliance with this Agreement will not violate the
     Tax Administrator'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 a material breach of, any material agreement
     or other material instrument to which it is a party or by which it is
     bound, which default or breach, in the reasonable judgment of the Tax
     Administrator, is likely to affect materially and adversely the ability of
     the Tax Administrator to perform its obligations under this Agreement.

               (iii) The Tax Administrator has the requisite 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 the valid, legal
     and binding obligation of the Tax Administrator, enforceable against the
     Tax Administrator in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, moratorium
     and other laws affecting the enforcement of creditors' rights generally and
     the rights of creditors of banks, and (B) general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.

               (v) The Tax Administrator is not in violation of, and its
     execution and delivery of, performance under and compliance with this
     Agreement will not constitute a violation of, any law, any order or


                                      -85-
<PAGE>

     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 Tax Administrator's reasonable judgment, is likely to
     affect materially and adversely the ability of the Tax Administrator to
     perform its obligations under this Agreement.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Tax Administrator of the transactions contemplated
     herein, except for those consents, approvals, authorizations or orders that
     previously have been obtained.

               (vii) No litigation is pending or, to the best of the Tax
     Administrator's knowledge, threatened against the Tax Administrator that,
     if determined adversely to the Tax Administrator, would prohibit the Tax
     Administrator from entering into this Agreement or that, in the Tax
     Administrator's reasonable judgment, is likely to materially and adversely
     affect the ability of the Tax Administrator to perform its obligations
     under this Agreement.

               (viii) The Tax Administrator is eligible to act in such capacity
     hereunder in accordance with Section 8.06.

          (b) The representations and warranties of the Tax Administrator set
forth in Section 2.10(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
party hereto of a breach of any such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto and the Controlling Class Representative.

          (c) Any successor to the Tax Administrator shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.10(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.10(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

          SECTION 2.11. Representations, Warranties and Covenants of the
                        Trustee.

          (a) The Trustee hereby represents and warrants to, and covenants with,
each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:

               (i) The Trustee is duly organized, validly existing and in good
     standing as a national banking association 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 (insofar as such enforceability is dependent upon
     compliance by the Trustee with such laws) and to perform its obligations
     under this Agreement and possesses all licenses and authorizations
     necessary to the performance of its obligations under this Agreement.

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

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

                                      -86-
<PAGE>

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

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

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Trustee of the transactions contemplated herein, except
     for those consents, approvals, authorizations or orders that previously
     have been obtained.

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

               (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

          (b) The representations, warranties and covenants of the Trustee set
forth in Section 2.11(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
party hereto of a breach of any such representations, warranties and covenants
that materially and adversely affects the interests of the Certificateholders or
any party hereto, the party discovering such breach shall give prompt written
notice thereof to the other parties hereto.

          (c) Any successor Trustee shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 2.11(a), subject to such appropriate modifications to the
representation, warranty and covenant set forth in Section 2.11(a)(i) to
accurately reflect such successor's jurisdiction of organization and whether it
is a corporation, partnership, bank, association or other type of organization.

          SECTION 2.12. Representations and Warranties of the Fiscal Agent.

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

               (i) The Fiscal Agent is a foreign banking corporation duly
     organized, validly existing and in good standing under the laws governing
     its creation and possesses all licenses and authorizations necessary to the
     performance of its obligations under this Agreement.

               (ii) The execution and delivery of this Agreement by the Fiscal
     Agent, and the performance and compliance with the terms of this Agreement
     by the Fiscal Agent, will not violate the Fiscal Agent'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 a
     material breach of, any material agreement or other material instrument to
     which it is a party or by which it is bound, which default, in the Fiscal
     Agent's good faith and reasonable judgment, is likely to materially and
     adversely affect the ability of the Fiscal Agent to perform its obligations
     under this Agreement.

                                      -87-
<PAGE>

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

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

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

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Fiscal Agent of the transactions contemplated herein,
     except for those consents, approvals, authorizations or orders that
     previously have been obtained.

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

          (b) The representations and warranties of the Fiscal Agent set forth
in Section 2.12(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 party
hereto of any 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 given prompt written
notice to the other parties hereto.

          (c) Any successor Fiscal Agent shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 2.12(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.12(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

          SECTION 2.13. Creation of REMIC I; Issuance of the REMIC I Regular
                        Interests and the REMIC I Residual Interest; Certain
                        Matters Involving REMIC I.

          (a) It is the intention of the parties hereto that the following
segregated pool of assets constitute a REMIC for federal income tax purposes
and, further, that such segregated pool of assets be designated as "REMIC I":
(i) the Pooled Mortgage Loans that are from time to time subject to this
Agreement, together with (A) all payments under and proceeds of such Pooled
Mortgage Loans received after the Closing Date or, in the case of any such
Pooled Mortgage Loan that is a Replacement Pooled Mortgage Loan, after the
related date of substitution (other than scheduled payments of interest and
principal due on or before the respective Cut-off Dates for such Pooled Mortgage
Loans or, in the case of any such Pooled Mortgage Loan that is a Replacement
Pooled Mortgage Loan, on or before the related date of substitution, and
exclusive of any such amounts that constitute Excess Servicing Fees and/or
Post-ARD Additional Interest), and (B) all rights of the holder of such Pooled
Mortgage Loans under the related Mortgage Loan Documents and in and to any
related Additional Collateral; (ii) any REO Property acquired in respect of any
Pooled Mortgage Loan (or, in the case of any REO Property related to the
Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the holder
of the related Pooled Mortgage Loan in such REO Property); (iii) such funds and
assets as from time to time are deposited in the


                                      -88-
<PAGE>

Collection Accounts (but not in any Companion Note Custodial Account or the
Shell Plaza Subordinate Note Custodial Account), the Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Account and, if
established (but, in the case of any such account established with respect to a
Serviced Mortgage Loan Group, subject to the rights of the related Non-Pooled
Mortgage Loan Noteholders), the REO Accounts (exclusive of any such amounts that
constitute Excess Servicing Fees and/or Post-ARD Additional Interest); and (iv)
the rights of the Depositor under Sections 2, 3, 4 (other than Section 4(c)) and
5 (and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14,
15, 17 and 18) of each Pooled Mortgage Loan Purchase Agreement. The Closing Date
is hereby designated as the "Startup Day" of REMIC I within the meaning of
Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment to the Trustee of the Original
Pooled Mortgage Loans and certain related assets, pursuant to Section 2.01(b),
and in exchange therefor, the REMIC I Regular Interests and the REMIC I Residual
Interest shall be issued. A single separate REMIC I Regular Interest shall be
issued with respect to each Original Pooled Mortgage Loan. For purposes of this
Agreement each REMIC I Regular Interest shall relate to the Original Pooled
Mortgage Loan in respect of which it was issued, to each Replacement Pooled
Mortgage Loan (if any) substituted for such Original Pooled Mortgage Loan and to
each REO Pooled Mortgage Loan deemed outstanding with respect to any REO
Property acquired in respect of such Original Pooled Mortgage Loan or any such
Replacement Pooled Mortgage Loan (or, in the case of any REO Property related to
the Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the
holder of the related Pooled Mortgage Loan in any related REO Property). Neither
the REMIC I Residual Interest nor any of the REMIC I Regular Interests shall be
certificated. The REMIC I Regular Interests and the REMIC I Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC I.

          (c) The REMIC I Regular Interests shall constitute the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the REMIC
I Residual Interest shall constitute the sole "residual interest" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC I. None of the parties
hereto, to the extent it is within the control thereof, shall create or permit
the creation of any other "interests" in REMIC I (within the meaning of Treasury
Regulations Section 1.860D-1(b)(1)).

          (d) The designation for each REMIC I Regular Interest shall be the
identification number for the related Original Pooled Mortgage Loan set forth in
the Pooled Mortgage Loan Schedule.

          (e) Each REMIC I Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance
of the related Original Pooled Mortgage Loan (as specified in the Pooled
Mortgage Loan Schedule). On each Distribution Date, the Uncertificated Principal
Balance of each REMIC I Regular Interest shall be permanently reduced by any
distributions of principal deemed made with respect to such REMIC I Regular
Interest on such Distribution Date pursuant to Section 4.01(j) and shall be
further adjusted in the manner and to the extent provided in Section 4.04(c).
Except as provided in the preceding sentence and except to the extent of the
recovery of amounts previously allocated as a Realized Loss as a result of the
reimbursement from principal collections of Nonrecoverable Advances, the
Uncertificated Principal Balance of each REMIC I Regular Interest shall not
otherwise be increased or reduced. Deemed distributions to REMIC II in
reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously deemed allocated to a REMIC I Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC I Regular Interest.

          (f) The per annum rate at which each REMIC I Regular Interest shall
accrue interest during each Interest Accrual Period is herein referred to as its
"REMIC I Remittance Rate". The REMIC I Remittance Rate in respect of any
particular REMIC I Regular Interest, for any Interest Accrual Period, shall
equal: (A) if the related Original Pooled Mortgage Loan is or was, as the case
may be, a 30/360 Mortgage Loan, the related Net Mortgage Rate in effect for the
related Original Pooled Mortgage Loan as of the Closing Date (without regard to
any modifications, extensions, waivers or amendments of such Pooled Mortgage
Loan subsequent to the Closing Date, whether entered into by the applicable
Master Servicer or the applicable Special Servicer or in connection with any
bankruptcy, insolvency or other similar proceeding involving the related
Borrower) and (B) if the related Original Pooled Mortgage Loan is or was, as the
case


                                      -89-
<PAGE>

may be, an Actual/360 Mortgage Loan, a fraction (expressed as a percentage), the
numerator of which is the product of 12 times the Adjusted Actual/360 Accrued
Interest Amount with respect to such REMIC I Regular Interest for such Interest
Accrual Period, and the denominator of which is the Uncertificated Principal
Balance of such REMIC I Regular Interest immediately prior to the Distribution
Date that corresponds to such Interest Accrual Period.

          The "Adjusted Actual/360 Accrued Interest Amount" with respect to any
REMIC I Regular Interest referred to in clause (B) of the second sentence of the
prior paragraph, for any Interest Accrual Period, is an amount of interest equal
to the product of (a) the Net Mortgage Rate in effect for the related Pooled
Mortgage Loan as of the Closing Date (without regard to any modifications,
extensions, waivers or amendments of such Pooled Mortgage Loan subsequent to the
Closing Date, whether entered into by the applicable Master Servicer or the
applicable Special Servicer or in connection with any bankruptcy, insolvency or
other similar proceeding involving the related Borrower), multiplied by (b) a
fraction, the numerator of which is the number of days in such Interest Accrual
Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such REMIC I Regular Interest immediately
prior to the Distribution Date that corresponds to such Interest Accrual Period;
provided that, if the subject Interest Accrual Period occurs during (x) December
of 2004 or December of any year thereafter that does not immediately precede a
leap year or (y) January of 2005 or January of any year thereafter, then the
amount of interest calculated with respect to the subject REMIC I Regular
Interest pursuant to this definition for such Interest Accrual Period without
regard to this proviso shall be decreased by the Interest Reserve Amount, if any
(and the fraction described in clause (B) of the second sentence of the
preceding paragraph shall be adjusted accordingly), with respect to the related
Pooled Mortgage Loan (or any successor REO Pooled Mortgage Loan with respect
thereto) transferred, in accordance with Section 3.04(c), from the Distribution
Account to the Interest Reserve Account on the Master Servicer Remittance Date
that occurs immediately following the end of such Interest Accrual Period; and
provided, further, that, if the subject Interest Accrual Period occurs during
February of 2005 or February of any year thereafter, then the amount of interest
calculated with respect to the subject REMIC I Regular Interest pursuant to this
definition for such Interest Accrual Period without regard to this proviso shall
be increased by the Interest Reserve Amount(s), if any (and the fraction
described in clause (B) of the second sentence of the preceding paragraph shall
be adjusted accordingly), with respect to the related Pooled Mortgage Loan (or
any successor REO Pooled Mortgage Loan with respect thereto) transferred, in
accordance with Section 3.05(c), from the Interest Reserve Account to the
Distribution Account on the Master Servicer Remittance Date that occurs
immediately following the end of such Interest Accrual Period.

          (g) Each REMIC I Regular Interest shall bear interest. Such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period,
such interest shall accrue at the REMIC I Remittance Rate with respect to such
REMIC I Regular Interest for such Interest Accrual Period on the Uncertificated
Principal Balance of such REMIC I Regular Interest outstanding immediately prior
to the related Distribution Date. The total amount of interest accrued with
respect to each REMIC I Regular Interest during each Interest Accrual Period is
referred to herein as its "Uncertificated Accrued Interest" for such Interest
Accrual Period. The portion of the Uncertificated Accrued Interest with respect
to any REMIC I Regular Interest for any Interest Accrual Period that shall be
distributable to REMIC II, as the holder of such REMIC I Regular Interest, on
the related Distribution Date pursuant to Section 4.01(j), shall be an amount
(herein referred to as the "Uncertificated Distributable Interest" with respect
to such REMIC I Regular Interest for the related Distribution Date) equal to (i)
the Uncertificated Accrued Interest with respect to such REMIC I Regular
Interest for the related Interest Accrual Period, reduced (to not less than
zero) by (ii) the portion of any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date that is allocable to such REMIC I Regular Interest. For
purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each Distribution Date shall be allocated among all the REMIC I Regular
Interests on a pro rata basis in accordance with their respective amounts of
Uncertificated Accrued Interest for the related Interest Accrual Period. If the
entire Uncertificated Distributable Interest with respect to any REMIC I Regular
Interest for any Distribution Date is not deemed distributed to REMIC II, as the
holder of such REMIC I Regular Interest, on such Distribution Date pursuant to
Section 4.01(j), then the unpaid portion of such Uncertificated Distributable
Interest shall be distributable with respect to such REMIC I Regular Interest
for future Distribution Dates as provided in such Section 4.01(j).

                                      -90-
<PAGE>

          (h) Solely for purposes of satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I Regular
Interest shall be the Rated Final Distribution Date.

          (i) The REMIC I Residual Interest will not have a principal balance
and will not bear interest.

          SECTION 2.14. Conveyance of the REMIC I Regular Interests; Acceptance
                        of the REMIC I Regular Interests by Trustee.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all of its right, title and interest in and to the REMIC I Regular Interests to
the Trustee for the benefit of the Holders of the Regular Interest Certificates
and the Class R 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 Regular Interest Certificates and the Class R Certificates.

          SECTION 2.15. Creation of REMIC II; Issuance of the REMIC II Regular
                        Interests and the REMIC II Residual Interest; Certain
                        Matters Involving REMIC II.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC I Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC II". The Closing Date is hereby designated as the "Startup
Day" of REMIC II within the meaning of Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment of the REMIC I Regular Interests
to the Trustee pursuant to Section 2.14 and in exchange therefor, the REMIC II
Regular Interests and the REMIC II Residual Interest shall be issued. There
shall be seventeen (17) separate REMIC II Regular Interests. Neither the REMIC
II Residual Interest nor any of the REMIC II Regular Interests shall be
certificated. The REMIC II Regular Interests and the REMIC II Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC II.

          (c) The REMIC II Regular Interests shall constitute the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the REMIC
II Residual Interest shall constitute the sole "residual interest" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC II. None of the parties
hereto, to the extent it is within the control thereof, shall create or permit
the creation of any other "interests" in REMIC II (within the meaning of
Treasury Regulations Section 1.860D-1(b)(1)).

          (d) The REMIC II Regular Interests will have the alphabetic or
alphanumeric designations indicated in the table set forth in the Preliminary
Statement under the caption "REMIC II".

          (e) Each REMIC II Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC II Regular Interest shall equal the amount set forth opposite such
REMIC II Regular Interest in the table set forth in the Preliminary Statement
under the caption "REMIC II". On each Distribution Date, the Uncertificated
Principal Balance of each REMIC II Regular Interest shall be permanently reduced
by any distributions of principal deemed made with respect to such REMIC II
Regular Interest on such Distribution Date pursuant to Section 4.01(i) and shall
be further adjusted in the manner and to the extent provided in Section 4.04(b).
Except as provided in the preceding sentence and except to the extent of the
recovery of amounts previously allocated as a Realized Loss as a result of the
reimbursement from principal collections of Nonrecoverable Advances, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall not
otherwise be increased or reduced. Deemed distributions to REMIC III in
reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously deemed allocated to a REMIC II Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC II Regular Interest.

                                      -91-
<PAGE>

          (f) The per annum rate at which each REMIC II Regular Interest shall
accrue interest during each Interest Accrual Period is herein referred to as its
"REMIC II Remittance Rate". The REMIC II Remittance Rate with respect to each
REMIC II Regular Interest, for any Interest Accrual Period, is the Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period. The "Weighted
Average REMIC I Remittance Rate" with respect to any Interest Accrual Period is
the rate per annum equal to the weighted average, expressed as a percentage and
rounded to six decimal places, of the REMIC I Remittance Rates applicable to the
respective REMIC I Regular Interests for such Interest Accrual Period, weighted
on the basis of the respective Uncertificated Principal Balances of such REMIC I
Regular Interests outstanding immediately prior to the related Distribution
Date.

          (g) Each REMIC II Regular Interest shall bear interest. Such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period,
such interest shall accrue at the REMIC II Remittance Rate with respect to such
REMIC II Regular Interest for such Interest Accrual Period on the Uncertificated
Principal Balance of such REMIC II Regular Interest outstanding immediately
prior to the related Distribution Date. The total amount of interest accrued
with respect to each REMIC II Regular Interest during each Interest Accrual
Period is referred to herein as its "Uncertificated Accrued Interest" for such
Interest Accrual Period. The portion of the Uncertificated Accrued Interest with
respect to any REMIC II Regular Interest for any Interest Accrual Period that
shall be distributable to REMIC III, as the holder of such REMIC II Regular
Interest, on the related Distribution Date pursuant to Section 4.01(i), shall be
an amount (herein referred to as the "Uncertificated Distributable Interest"
with respect to such REMIC II Regular Interest for the related Distribution
Date) equal to (i) the Uncertificated Accrued Interest with respect to such
REMIC II Regular Interest for the related Interest Accrual Period, reduced (to
not less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date that is allocable to such REMIC II Regular
Interest. For purposes of the foregoing, the Net Aggregate Prepayment Interest
Shortfall, if any, for each Distribution Date shall be allocated among all the
REMIC II Regular Interests on a pro rata basis in accordance with their
respective amounts of Uncertificated Accrued Interest for the related Interest
Accrual Period. If the entire Uncertificated Distributable Interest with respect
to any REMIC II Regular Interest for any Distribution Date is not deemed
distributed to REMIC III, as the holder of such REMIC II Regular Interest, on
such Distribution Date pursuant to Section 4.01(i), then the unpaid portion of
such Uncertificated Distributable Interest shall be distributable with respect
to such REMIC II Regular Interest for future Distribution Dates as provided in
Section such Section 4.01(i).

          (h) Solely for purposes of satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II Regular
Interest shall be the Rated Final Distribution Date.

          (i) The REMIC II Residual Interest shall not have a principal balance
and shall not bear interest.

          SECTION 2.16. Conveyance of the REMIC II Regular Interests; Acceptance
                        of the REMIC II Regular Interests by Trustee.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all of its right, title and interest in and to the REMIC II Regular Interests to
the Trustee for the benefit of the Holders of the Regular Interest Certificates
and the Class R Certificates. The Trustee acknowledges the assignment to it of
the REMIC II 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 Regular Interest Certificates and the Class R Certificates.

          SECTION 2.17. Creation of REMIC III; Issuance of the Regular Interest
                        Certificates, the REMIC III Components and the REMIC III
                        Residual Interest; Certain Matters Involving REMIC III.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC II Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets


                                      -92-
<PAGE>

be designated as "REMIC III". The Closing Date is hereby designated as the
"Startup Day" of REMIC III within the meaning of Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment of the REMIC II Regular Interests
to the Trustee pursuant to Section 2.16 and in exchange therefor, the REMIC III
Residual Interest shall be issued and the Certificate Administrator shall
execute, and the Authenticating Agent shall authenticate and deliver, to or upon
the order of the Depositor, the Regular Interest Certificates in authorized
denominations. There shall be seventeen (17) Classes of Regular Interest
Certificates. The Class X Certificates shall collectively represent all of the
REMIC III Components whose designations are set forth in the first paragraph
under the caption "REMIC III--Designations of the REMIC III Components" in the
Preliminary Statement hereto. The REMIC III Residual Interest shall not be
certificated. The interests evidenced by the Regular Interest Certificates,
together with the REMIC III Residual Interest, shall collectively constitute the
entire beneficial ownership of REMIC III.

          (c) The respective interests evidenced by the various Classes of the
Regular Interest Certificates shall constitute the "regular interests" (within
the meaning of Section 860G(a)(1) of the Code), and the REMIC III Residual
Interest shall constitute the sole "residual interest" (within the meaning of
Section 860G(a)(2) of the Code), in REMIC III. None of the parties hereto, to
the extent it is within the control thereof, shall create or permit the creation
of any other "interests" in REMIC III (within the meaning of Treasury
Regulations Section 1.860D-1(b)(1)).

          (d) The REMIC III Components of the Class X Certificates and the
Regular Interest Certificates will have the alphabetic or alphanumeric
designations indicated in the Preliminary Statement under the caption "REMIC
III".

          (e) Each Class of Principal Balance Certificates shall have a Class
Principal Balance. As of the Closing Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall equal the amount set forth
opposite such Class in the table set forth in the Preliminary Statement under
the caption "REMIC III". On each Distribution Date, the Class Principal Balance
of each Class of Principal Balance Certificates shall be permanently reduced by
any distributions of principal made in respect of such Class of Certificates on
such Distribution Date pursuant to Section 4.01(a) and shall be further adjusted
in the manner and to the extent provided in Section 4.04(a). Except as provided
in the preceding sentence and except to the extent of the recovery of amounts
previously allocated as a Realized Loss as a result of the reimbursement from
principal collections of Nonrecoverable Advances, the Class Principal Balance of
each Class of Principal Balance Certificates shall not otherwise be increased or
reduced. Distributions in reimbursement of the Holders of any such Class of
Principal Balance Certificates for previously allocated Realized Losses and
Additional Trust Fund Expenses shall not constitute distributions of principal
and shall not result in any reduction of the Certificate Principal Balances of
such Certificates or of the related Class Principal Balance.

          The Class X Certificates shall not have principal balances. For
purposes of accruing interest, however, the Class X Certificates shall have or
be deemed to have a Class Notional Amount that is, as of any date of
determination, equal to the total of the then Component Notional Amounts of the
REMIC III Components of the Class X Certificates.

          None of the REMIC III Components of the Class X Certificates shall
have a principal balance. For purposes of accruing interest, however, each REMIC
III Component of the Class X Certificates shall have a Component Notional
Amount. The Component Notional Amount of each REMIC III Component of the Class X
Certificates is, as of any date of determination, equal to the then current
Uncertificated Principal Balance of the REMIC II Regular Interest that is the
Corresponding REMIC II Regular Interest for such REMIC III Component.

          (f) Each Class of Regular Interest Certificates, the Class X
Certificates and each REMIC III Component of the Class X Certificates shall have
or be deemed to have a Pass-Through Rate. In each such case, the "Pass-Through
Rate" for any Interest Accrual Period shall equal: (a) with respect to the Class
A-1 Certificates, an annual rate equal to 4.361% per annum; (b) with respect to
the Class A-2 Certificates, an annual rate equal to the lesser of (i) 5.286% per
annum and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular
Interest A-2 for the subject Interest Accrual Period; (c) with respect to the
Class A-3 Certificates, an annual rate equal to the lesser of (i) 5.468% per


                                      -93-
<PAGE>

annum and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular
Interest A-3 for the subject Interest Accrual Period; (d) with respect to the
Class B Certificates, an annual rate equal to the REMIC II Remittance Rate in
respect of REMIC II Regular Interest B for the subject Interest Accrual Period
(e) with respect to the Class C Certificates, an annual rate equal to the REMIC
II Remittance Rate in respect of REMIC II Regular Interest C for the subject
Interest Accrual Period; (f) with respect to the Class D Certificates, an annual
rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular
Interest D for the subject Interest Accrual Period; (g) with respect to the
Class E Certificates, an annual rate equal to the REMIC II Remittance Rate in
respect of REMIC II Regular Interest E for the subject Interest Accrual Period;
(h) with respect to the Class F Certificates, an annual rate equal to the REMIC
II Remittance Rate in respect of REMIC II Regular Interest F for the subject
Interest Accrual Period; (i) with respect to the Class G Certificates, an annual
rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular
Interest G for the subject Interest Accrual Period; (j) with respect to the
Class H Certificates, an annual rate equal to the REMIC II Remittance Rate in
respect of REMIC II Regular Interest H for the subject Interest Accrual Period;
(k) with respect to the Class J Certificates, an annual rate equal to the lesser
of (i) 5.650% per annum and (ii) the REMIC II Remittance Rate in respect of
REMIC II Regular Interest J for the subject Interest Accrual Period; (l) with
respect to the Class K Certificates, an annual rate equal to the lesser of (i)
5.650% per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II
Regular Interest K for the subject Interest Accrual Period; (m) with respect to
the Class L Certificates, an annual rate equal to the lesser of (i) 5.650% per
annum and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular
Interest L for the subject Interest Accrual Period; (n) with respect to the
Class M Certificates, an annual rate equal to the lesser of (i) 5.650% per annum
and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest M
for the subject Interest Accrual Period; (o) with respect to the Class N
Certificates, an annual rate equal to the lesser of (i) 5.650% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest N for
the subject Interest Accrual Period; (p) with respect to the Class P
Certificates, an annual rate equal to the lesser of (i) 5.650% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest P for
the subject Interest Accrual Period; (q) with respect to the Class Q
Certificates, an annual rate equal to the lesser of (i) 5.650% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest Q for
the subject Interest Accrual Period; (r) with respect to the Class X
Certificates, an annual rate equal to the weighted average (expressed as a
percentage and rounded to six decimal places) of the Pass-Through Rates
applicable to the respective REMIC III Components of the Class X Certificates
for such Interest Accrual Period, weighted on the basis of the respective
Component Notional Amounts of such REMIC III Components outstanding immediately
prior to the related Distribution Date; and (s) with respect to each REMIC III
Component of the Class X Certificates, an annual rate equal to the greater of
(I) zero and (II) the excess, if any, of (i) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period, over (ii) the rate per annum
that is equal to the Pass-Through Rate in effect during the subject Interest
Accrual Period for the Class of Principal Balance Certificates that has the same
corresponding REMIC II Regular Interest as such REMIC III Component.

          (g) The REMIC III Residual Interest shall not have a principal balance
and shall not bear interest.

          SECTION 2.18. Acceptance of Grantor Trusts; Issuance of the Class V
                        and Class R Certificates.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Post-ARD Additional Interest Received
by the Trust with respect to the Pooled Mortgage Loans that are ARD Mortgage
Loans and/or any successor REO Pooled Mortgage Loans with respect thereto
constitute a Grantor Trust for federal income tax purposes and, further, that
such segregated pool of assets be designated as "Grantor Trust V" and that the
affairs of such portion of the Trust Fund shall be conducted so as to qualify
as, a Grantor Trust. The provisions of this Agreement shall be interpreted
consistently with the foregoing intention. The Trustee, by its execution and
delivery hereof, acknowledges the assignment to it of the assets of Grantor
Trust V and declares that it holds and will hold such assets in trust for the
exclusive use and benefit of all present and future Holders of the Class V
Certificates. Concurrently with the assignment to the Trustee of the assets
included in Grantor Trust V, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, to or upon the order of the
Depositor, the Class V Certificates in authorized denominations evidencing the
entire beneficial ownership of Grantor Trust V and initially registered in the
name of ARCap CMBS Fund II REIT, Inc. The rights of the Holders of the Class V
Certificates to receive distributions


                                      -94-
<PAGE>

from the proceeds of Grantor Trust V, and all ownership interests of such
Holders in and to such distributions, shall be as set forth in this Agreement.

          (b) The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all right, title and interest of the Depositor in and to the REMIC I Residual
Interest, the REMIC II Residual Interest and the REMIC III Residual Interest to
the Trustee for the benefit of the Holders of the Class R Certificates. It is
the intention of the parties hereto that the segregated pool of assets
consisting of the REMIC I Residual Interest, the REMIC II Residual Interest and
the REMIC III Residual Interest constitute a Grantor Trust for federal income
tax purposes and, further, that such segregated pool of assets be designated as
"Grantor Trust R" and that the affairs of such portion of the Trust Fund shall
be conducted so as to qualify as, a Grantor Trust. The provisions of this
Agreement shall be interpreted consistently with the foregoing intention. The
Trustee, by its execution and delivery hereof, acknowledges the assignment to it
of the assets of Grantor Trust R and declares that it holds and will hold such
assets in trust for the exclusive use and benefit of all present and future
Holders of the Class R Certificates. Concurrently with the assignment to the
Trustee of the assets included in Grantor Trust R, the Certificate Registrar
shall execute, and the Authenticating Agent shall authenticate and deliver, to
or upon the order of the Depositor, the Class R Certificates in authorized
denominations evidencing the entire beneficial ownership of Grantor Trust R. The
rights of the Holders of the Class R Certificates to receive distributions from
the proceeds of Grantor Trust R, and all ownership interests of such Holders in
and to such distributions, shall be as set forth in this Agreement.



                                      -95-
<PAGE>

                                   ARTICLE III


                 ADMINISTRATION AND SERVICING OF THE TRUST FUND


          SECTION 3.01. General Provisions.

          (a) Each Master Servicer shall be obligated to service and administer
the Serviced Mortgage Loans opposite which such Master Servicer's name is set
forth on the Pooled Mortgage Loan Schedule and any Replacement Pooled Mortgage
Loans delivered in replacement thereof as contemplated in Section 2.03 and shall
be deemed to be the "applicable Master Servicer" with respect to any REO
Property acquired in respect of any such Mortgage Loan. Each of the Master
Servicers and each Special Servicer shall service and administer the Serviced
Mortgage Loans and any Administered REO Properties 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 (or, in the
case of any Serviced Mortgage Loan Group, of the Certificateholders and the
related Serviced Non-Pooled Mortgage Loan Noteholder(s)), as a collective whole,
in accordance with any and all applicable laws, the terms of this Agreement, and
the terms of the respective Serviced Mortgage Loans and, to the extent
consistent with the foregoing, in accordance with the Servicing Standard. In
clarification of, and neither in addition to nor in deletion of the duties and
obligations of the Master Servicers or the Special Servicers pursuant to this
Agreement, no provision herein contained shall be construed as an express or
implied guarantee by either Master Servicer or either Special Servicer of the
collectibility or recoverability of payments on the Mortgage Loans or shall be
construed to impair or adversely affect any rights or benefits provided by this
Agreement to such Master Servicer or such Special Servicer (including with
respect to Master Servicing Fees or the right to be reimbursed for Advances).
Any provision in this Agreement for any Advance by a Master Servicer, a Special
Servicer, the Trustee or the Fiscal Agent is intended solely to provide
liquidity for the benefit of the Certificateholders and, if applicable, the
Serviced Non-Pooled Mortgage Loan Noteholders, and not as credit support or
otherwise to impose on any such Person the risk of loss with respect to one or
more of the Mortgage Loans. No provision hereof shall be construed to impose
liability on any Master Servicer or Special Servicer for the reason that any
recovery to the Certificateholders (or, in the case of any Serviced Mortgage
Loan Group, to the Certificateholders and the related Serviced Non-Pooled
Mortgage Loan Noteholder(s)) in respect of a Mortgage Loan at any time after a
determination of present value recovery made in its reasonable and good faith
judgment in accordance with the Servicing Standard by such Master Servicer or
Special Servicer hereunder at any time is less than the amount reflected in such
determination. Without limiting the foregoing, and subject to Section 3.21, (i)
each Master Servicer shall service and administer all Performing Serviced
Mortgage Loans for which it is the Master Servicer, (ii) each Special Servicer
shall service and administer (x) each Serviced Mortgage Loan (other than a
Corrected Mortgage Loan) as to which a Servicing Transfer Event has occurred and
for which it is the applicable Special Servicer, and (y) each Administered REO
Property for which it is the applicable Special Servicer; provided, however,
that the applicable Master Servicer shall continue to (A) make P&I Advances
required hereunder with respect to each Pooled Mortgage Loan for which it is the
applicable Master Servicer that constitutes a Specially Serviced Mortgage Loan
and each successor REO Pooled Mortgage Loan in respect thereof, (B) make
Servicing Advances required hereunder with respect to any Specially Serviced
Mortgage Loans and Administered REO Properties (and related REO Pooled Mortgage
Loans) for which it is the applicable Master Servicer, (C) receive payments,
collect information and deliver reports to the Certificate Administrator and the
Trustee required hereunder with respect to any Specially Serviced Mortgage Loans
and Administered REO Properties (and the related REO Mortgage Loans) for which
it is the applicable Master Servicer, and (D) render such incidental services
with respect to any Specially Serviced Mortgage Loans and Administered REO
Properties for which it is the applicable Master Servicer as are specifically
provided for herein. In addition, each Master Servicer shall notify the
applicable Special Servicer within three Business Days following its receipt of
any collections on any Specially Serviced Mortgage Loan, such Special Servicer
shall within one Business Day thereafter notify such Master Servicer with
instructions on how to apply such collections and such Master Servicer shall
apply such collections in accordance with such instructions within one Business
Day following such Master Servicer's receipt of such notice.

                                      -96-
<PAGE>

          Certain provisions of this Article III make reference to their
applicability to Serviced Mortgage Loans. Notwithstanding such explicit
references, references to "Serviced Mortgage Loans" contained in this Article
III, unless otherwise specified, shall be construed to refer also to each
Serviced Mortgage Loan Group in its entirety (but any other term that is defined
in Article I and used in this Article III shall be construed according to such
definition without regard to this sentence).

          (b) Subject to Section 3.01(a) and the other terms and provisions of
this Agreement, the Master Servicers and the Special Servicers shall each have
full power and authority, acting alone or, subject to Section 3.22, through
Sub-Servicers, 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 Master Servicer (with
respect to those Serviced Mortgage Loans that it is obligated to service and
administer pursuant to this Agreement) and each Special Servicer (with respect
to the Specially Serviced Mortgage Loans), in its own name or in the name of the
Trustee, is hereby authorized and empowered by the Trustee and (in the case of
each Serviced Mortgage Loan Group) the related Serviced Non-Pooled Mortgage Loan
Noteholders, to execute and deliver, on behalf of the Certificateholders, the
Trustee and (in the case of each Serviced Mortgage Loan Group) each Serviced
Non-Pooled Mortgage Loan Noteholder, or any of them: (i) any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and other related
collateral; (ii) any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, or of partial or full defeasance, and all
other comparable instruments; and (iii) subject to Sections 3.08, 3.20, 3.24 and
3.25, any and all assumptions, modifications, waivers, substitutions,
extensions, amendments, consents to transfers of interests in Borrowers,
consents to any subordinate financings to be secured by any related Mortgaged
Property, consents to any mezzanine financing to be secured by ownership
interests in a Borrower, consents to and monitoring of the application of any
proceeds of insurance policies or condemnation awards to the restoration of the
related Mortgaged Property or otherwise, documents relating to the management,
operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties (including agreements and requests by any Borrower with respect to
modifications of the standards of operation and management of the Mortgaged
Properties or the replacement of asset managers), documents exercising any or
all of the rights, powers and privileges granted or provided to the holder of
any Serviced Mortgage Loan under the related Mortgage Loan Documents, lease
subordination agreements, non-disturbance and attornment agreements or other
leasing or rental arrangements that may be requested by any Borrower or its
tenants, documents granting, modifying or releasing (or joining the Borrower
therein) any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged
Properties, instruments relating to the custody of any collateral that now
secures or hereafter may secure any Serviced Mortgage Loan and any other
consents. Subject to Section 3.10, the Trustee shall, at the written request of
a Servicing Officer of either Master Servicer or either Special Servicer,
furnish, or cause to be so furnished, to such Master Servicer or such Special
Servicer, as the case may be, any limited powers of attorney and other documents
(each of which shall be prepared by such Master Servicer or such Special
Servicer, as the case may be) necessary or appropriate to enable it to carry out
its servicing and administrative duties hereunder; provided that the Trustee
shall not be held liable for any misuse of any such power of attorney by either
Master Servicer or Special Servicer. Without limiting the generality of the
foregoing, the Trustee shall execute and deliver to each Master Servicer and
each Special Servicer, on or before the Closing Date, a power of attorney
substantially in the form attached as Exhibit L hereto. Notwithstanding anything
contained herein to the contrary, neither a Master Servicer nor a Special
Servicer shall, without the Trustee's written consent (which consent shall not
be unreasonably withheld): (i) initiate any action, suit or proceeding directly
relating to the servicing of the Mortgage Loan solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable
representative capacity, (ii) initiate any other action, suit or proceeding not
directly relating to the servicing of a Pooled Mortgage Loan (including but not
limited to actions, suits or proceedings against Certificateholders, or against
the Depositor or a Pooled Mortgage Loan Seller for breaches of representations
and warranties) solely under the Trustee's name, (iii) engage counsel to
represent the Trustee in any action, suit or proceeding not directly related to
the servicing of a Pooled Mortgage Loan (including but not limited to actions,
suits or proceedings against Certificateholders, or against the Depositor or a
Pooled Mortgage Loan Seller for breaches of representations and warranties), or
(iv) prepare, execute or deliver any government filings, forms, permits,
registrations or other documents or take any action with the intent to cause,
and that actually causes, the Trustee to be registered to do business in any
state.

                                      -97-
<PAGE>

          (c) The applicable Master Servicer or the applicable Special Servicer,
as the case may be, in accordance with this Agreement, shall service and
administer each Cross-Collateralized Group as a single Mortgage Loan as and when
necessary and appropriate consistent with the Servicing Standard and applicable
law and in accordance with this Agreement.

          (d) The relationship of each Master Servicer and each Special Servicer
to the Trustee and, unless they are the same Person, one another (whether
between a Master Servicer and the other Master Servicer or a Special Servicer
and the other Special Servicer or a Master Servicer and a Special Servicer)
under this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent.

          (e) Notwithstanding any provision of this Agreement to the contrary,
each Serviced Mortgage Loan Group shall be serviced and administered under this
Agreement only for as long as the Pooled Mortgage Loan that is a part of such
Serviced Mortgage Loan Group or the beneficial interest in any related REO
Property constitutes an asset of the Trust Fund; provided, however, that,
notwithstanding the foregoing, servicing of a Serviced Mortgage Loan Group
pursuant to the terms hereof and the applicable intercreditor agreement shall
continue until a new servicing agreement is entered into with respect to such
Serviced Mortgage Loan Group as provided in the related Mortgage Loan Group
Intercreditor Agreement.

          (f) Nothing contained in this Agreement shall limit the ability of
either Master Servicer to lend money to (to the extent not secured, in whole or
in part, by any Mortgaged Property), accept deposits from and otherwise
generally engage in any kind of business or dealings with any Borrower as though
such Master Servicer was not a party to this Agreement or to the transactions
contemplated hereby; provided, however, that this sentence shall not be
construed to modify the Servicing Standard.

          (g) The parties hereto acknowledge that the Non-Trust-Serviced Pooled
Mortgage Loan is subject to the terms and conditions of the related Mortgage
Loan Group Intercreditor Agreement. The parties hereto recognize the respective
rights and obligations of the "Holders" and "Lenders" under the Mortgage Loan
Group Intercreditor Agreement for the Non-Trust-Serviced Pooled Mortgage Loan,
including with respect to the allocation of collections and losses on or in
respect of such Non-Trust Serviced Pooled Mortgage Loan and the related
Non-Pooled Pari Passu Companion Loan and the making of payments to the "Holders"
and "Lenders" in accordance with such Mortgage Loan Group Intercreditor
Agreement and the related Non-Trust Servicing Agreement. The parties hereto
further acknowledge that, pursuant to the Mortgage Loan Group Intercreditor
Agreement for the Non-Trust-Serviced Pooled Mortgage Loan, such
Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Pooled Pari Passu
Companion Loan are to be serviced and administered by the related Non-Trust
Master Servicer and related Non-Trust Special Servicer in accordance with the
related Non-Trust Servicing Agreement. Although the Non-Trust-Serviced Pooled
Mortgage Loan is not a Serviced Mortgage Loan hereunder, WFB as a Master
Servicer hereunder (and any successors to WFB in such capacity) shall have
certain duties and shall constitute the "applicable Master Servicer" with
respect to each such Non-Trust-Serviced Pooled Mortgage Loan.

          For so long as the Non-Trust-Serviced Pooled Mortgage Loan or any
successor REO Pooled Mortgage Loan with respect thereto is part of the Mortgage
Pool and such Non-Trust-Serviced Pooled Mortgage Loan and its related Non-Pooled
Pari Passu Companion Loan, or any related REO Property with respect thereto, are
being serviced and administered under the related Non-Trust Servicing Agreement,
the applicable Master Servicer shall promptly notify the Trustee and the
Controlling Class Representative of any defaults on the part of the related
Non-Trust Master Servicer and/or the related Non-Trust Special Servicer of which
the applicable Master Servicer is aware. If there are at any time amounts due
from the Trust, as holder of the Non-Trust-Serviced Pooled Mortgage Loan, to any
party under the related Mortgage Loan Group Intercreditor Agreement or the
Non-Trust Servicing Agreement, the applicable Master Servicer shall notify the
General Special Servicer and the Controlling Class Representative, and the
applicable Master Servicer may pay such amounts out of its Collection Account,
and, if and to the extent that the deposits in such Master Servicer's Collection
Account are insufficient, may (or, at the direction of the Controlling Class
Representative, shall) pay such amounts from its own funds (provided that any
such payment from its own funds shall constitute, and be reimbursable as,


                                      -98-
<PAGE>

a Servicing Advance). Except as otherwise expressly addressed in Section 3.20
with respect to modifications, waivers and amendments of the Non-Trust-Serviced
Pooled Mortgage Loan, if (i) the Trustee is requested to take any action in its
capacity as holder of the Non-Trust-Serviced Pooled Mortgage Loan, pursuant to
the related Mortgage Loan Group Intercreditor Agreement and/or the related
Non-Trust Servicing Agreement, or (ii) a Responsible Officer of the Trustee
receives actual notice of a default or event of default on the part of any other
party under such Non-Trust Servicing Agreement, then (subject to the next
paragraph) the Trustee shall notify (in writing), and act in accordance with the
instructions of, the Controlling Class Representative; provided that, if such
instructions are not provided within a reasonable time period (not to exceed ten
(10) Business Days or such lesser response time as is afforded under the related
Mortgage Loan Documents or Non-Trust Servicing Agreement, as applicable) or if
the Trustee is not permitted (pursuant to the next paragraph) to follow such
instructions, then the Trustee will take such action or inaction, as directed in
writing by the Holders of the Certificates entitled to a majority of the Voting
Rights; and provided, further, that the Trustee may not approve the adoption of
any Non-Trust Servicing Agreement that is the successor to and/or in replacement
of the Non-Trust Servicing Agreement in effect as of the Closing Date unless it
receives written confirmation (at the expense of the party requesting such
approval of the Trustee, if a Certificateholder or a party to this Agreement,
otherwise from the related Master Servicer's Collection Account) from each
Rating Agency that the servicing and administration of the related
Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property under such
new servicing agreement would not result in an Adverse Rating Event with respect
to any Class of Rated Certificates; and provided, further, that if the Trustee's
consent is sought with respect to any action under the related Non-Trust
Servicing Agreement as to which, if such action were taken under this Agreement,
written confirmation would be required from a Rating Agency to the effect that
such action would not, in and of itself, result in an Adverse Rating Event with
respect to any Class of Rated Certificates, then the Trustee shall not grant
such consent without first having obtained such written confirmation (at the
expense of the party requesting such approval of the Trustee, if a
Certificateholder or a party to this Agreement, otherwise from the related
Master Servicer's Collection Account). Subject to the terms of the next
paragraph, the Controlling Class Representative may direct the Trustee in
writing to exercise any rights that the Trustee, as the holder of the
Non-Trust-Serviced Pooled Mortgage Loan, may have under the related Non-Trust
Servicing Agreement to waive any event of default thereunder. During the
continuation of any event of default or other default under any Non-Trust
Servicing Agreement, the Trustee shall have the right to take all actions 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). The reasonable
costs and expenses incurred by the Trustee in connection with such enforcement
shall, at the direction of the Trustee, be paid by, and reimbursable to, the
applicable Master Servicer as Servicing Advances (subject to Section 3.11(h)).
The Trustee and the applicable Master Servicer shall each promptly forward all
material notices or other communications delivered to it in connection with each
Non-Trust Servicing Agreement to the other such party, the Depositor and the
Controlling Class Representative and, if such notice or communication is in the
nature of a notice or communication that would be required to be delivered to
the Rating Agencies if the related Non-Trust-Serviced Pooled Mortgage Loan were
a Serviced Mortgage Loan, to the Rating Agencies.

          Notwithstanding anything herein to the contrary: (i) the Trustee shall
not have any right or obligation to consult with or to seek and/or obtain
consent or approval from any Controlling Class Representative prior to acting
during the period following any resignation or removal of a Controlling Class
Representative and before a replacement is selected; and (ii) no advice,
direction or objection from or by the Controlling Class Representative, as
contemplated by the prior paragraph, may (and the Trustee shall ignore and act
without regard to any such advice, direction or objection that the Trustee has
determined, in its reasonable, good faith judgment, would): (A) require or cause
the Trustee to violate applicable law, or any other Section of this Agreement,
(B) result in an Adverse REMIC Event with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C)
expose the Trust, the Depositor, a Master Servicer, a Special Servicer, the
Fiscal Agent, the Certificate Administrator, the Trustee or any of their
respective Affiliates, members, managers, officers, directors, employees or
agents, to any material claim, suit or liability or (D) expand the scope of a
Trustee's responsibilities under this Agreement.

                                      -99-
<PAGE>

          SECTION 3.02. Collection of Mortgage Loan Payments.

          (a) The applicable Master Servicer and the applicable Special Servicer
shall make efforts consistent with the Servicing Standard and the terms of this
Agreement to collect all payments required under the terms and provisions of the
respective Serviced Mortgage Loans it is obligated to service hereunder and
shall follow such collection procedures as are consistent with the Servicing
Standard; provided that none of the Master Servicers or the Special Servicers
shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan
after its Anticipated Repayment Date, take any enforcement action with respect
to the payment of Post-ARD Additional Interest (other than the making of
requests for its collection), and a Special Servicer may do so only if (i) the
taking of an enforcement action with respect to the payment of other amounts due
under such Mortgage Loan is, in the reasonable judgment of such Special
Servicer, and without regard to such Post-ARD 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
Post-ARD Additional Interest has not been forgiven in accordance with Section
3.20 and, in the reasonable judgment of the Special Servicer, exercised in
accordance with the Servicing Standard, 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 applicable Master Servicer may
grant case-by-case waivers of Default Charges in connection with a late payment
on a Serviced Mortgage Loan, provided that, for any waiver thereof under any
Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding
and (y) either (1) the waiver would be the fourth (or more) such waiver for such
Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect
of any Monthly Payment, the applicable Master Servicer shall have obtained the
consent of the applicable Special Servicer, which shall have, as and to the
extent contemplated by Section 3.24 and/or, if a Mortgage Loan in Shell Plaza
Loan Group is involved, Section 3.25, obtained the consent of the Controlling
Class Representative and/or the Shell Plaza Controlling Party.

          (b) At least 90 days prior to the maturity date of each Balloon
Mortgage Loan, the applicable Master Servicer shall send a notice to the related
Borrower of such maturity date (with a copy to be sent to the applicable Special
Servicer) and shall request confirmation that the Balloon Payment will be paid
by such maturity date.

          (c) With respect to the Non-Trust-Serviced Pooled Mortgage Loan:

               (i) promptly following the Closing Date, the applicable Master
     Servicer shall deliver, or cause to be delivered, written notice to the
     applicable Non-Trust Master Servicer stating that, as of the Closing Date,
     the Trustee is the holder of such Non-Trust-Serviced Pooled Mortgage Loan
     and directing such Non-Trust Master Servicer to remit to the applicable
     Master Servicer all amounts payable to, and to forward, deliver or
     otherwise make available, as the case may be, to the applicable Master
     Servicer all reports, statements, documents, communications and other
     information that are to be forwarded, delivered or otherwise made available
     to, the holder of such Non-Trust-Serviced Pooled Mortgage Loan under the
     related Mortgage Loan Group Intercreditor Agreement and the applicable
     Non-Trust Servicing Agreement;

               (ii) with respect to the Non-Trust-Serviced Pooled Mortgage Loan,
     the related Mortgaged Property or any related REO Property, the applicable
     Master Servicer shall, on the day of receipt thereof, if such Master
     Servicer is the same Person or an Affiliate of the related Non-Trust Master
     Servicer, and otherwise within one Business Day following the receipt
     thereof, deposit into its Collection Account all amounts received by it
     from the applicable Non-Trust Master Servicer or any other party under the
     related Non-Trust Servicing Agreement;

               (iii) if, as of the close of business on the Determination Date
     on which a Collection Period ends in any calendar month, the applicable
     Master Servicer has not received a Monthly Payment due on the
     Non-Trust-Serviced Pooled Mortgage Loan (other than the Balloon Payment due
     on the GIC Office Portfolio Non-Trust-Serviced Pooled Mortgage Loan due on
     January 8, 2014) during such Collection Period (or, in the case of the GIC
     Office Portfolio Pooled Mortgage Loan, due in the calendar month in which
     such Collection Period ends)



                                     -100-
<PAGE>

     for any reason (whether because such Due Date has not yet occurred, the
     grace period for such Monthly Payment has not yet expired, the related
     Borrower has failed to make such Monthly Payment, the remittance date for
     such Monthly Payment has not yet occurred under the terms of the Non-Trust
     Servicing Agreement or the related Non-Trust Master Servicer has failed to
     timely make a remittance of such Monthly Payment that it is required to
     have made), then (A) for the avoidance of doubt, the applicable Master
     Servicer shall make a P&I Advance with respect to such amount on the Master
     Servicer Remittance Date immediately succeeding such Collection Period,
     subject to and in accordance with Section 4.03 (and, in accordance with
     such Section 4.03, if the applicable Master Servicer fails to make such P&I
     Advance, then the Trustee or, if it fails to do so, the Fiscal Agent, shall
     make such P&I Advance); and (B) notwithstanding any contrary provision of
     Section 4.03, Advance Interest shall not commence accruing on such P&I
     Advance until the date that is (i) one calendar day after the later of the
     Due Date for such Monthly Payment or the expiration of the grace period, if
     any, applicable to such Due Date, but only if the Borrower failed to make
     its Monthly Payment on such date, or (ii) otherwise, the date that is one
     calendar day after the date on which the applicable Non-Trust Master
     Servicer is required to remit such Monthly Payment to the Master Servicer
     pursuant to the terms of the applicable Non-Trust Servicing Agreement
     and/or Mortgage Loan Group Intercreditor Agreement;

               (iv) if the applicable Master Servicer has notice, or a Servicing
     Officer of the Master Servicer has knowledge, of a material failure of the
     applicable Non-Trust Master Servicer to make a remittance that it is
     required to make to such applicable Master Servicer under the terms of the
     related Non-Trust Servicing Agreement and/or the related Mortgage Loan
     Group Intercreditor Agreement, then such applicable Master Servicer shall
     provide notice of such failure to such Non-Trust Master Servicer, the
     trustee or other holder of the related Non-Pooled Pari Passu Companion Loan
     under the related Non-Trust Servicing Agreement, the Trustee and the
     Controlling Class Representative;

               (v) solely in the case of the GIC Office Portfolio Pooled
     Mortgage Loan, as to which the Balloon Payment is due on January 8, 2014
     and the related Non-Trust Master Servicer is required by the applicable
     Non-Trust Servicing Agreement to remit such Balloon Payment (if timely
     received by it on January 8, 2014) to the applicable Master Servicer on
     either January 8 or January 9, 2014 pursuant to the terms of the related
     Non-Trust Servicing Agreement, (A) the applicable Master Servicer shall
     provide notice to the Certificate Administrator and the Servicer Report
     Administrator no later than 2:00 p.m. (New York City time) two (2) Business
     Days prior to the related Distribution Date reflecting the pendency of the
     payment of such Balloon Payment (unless an event of default has occurred
     under such Non-Trust-Serviced Pooled Mortgage Loan), (B) if the applicable
     Master Servicer provides the notice described in clause (A) and it receives
     such remittance on such day, it shall remit such Balloon Payment to the
     Certificate Administrator (for deposit into the Distribution Account) on
     the Master Servicer Remittance Date in January 2014 and shall not make a
     P&I Advance in respect of such Balloon Payment; (C) if the applicable
     Master Servicer fails to make such remittance following such receipt or the
     applicable Master Servicer does not provide the notice described in clause
     (A) above, no Event of Default shall arise hereunder because of such
     failure but such Master Servicer shall make a P&I Advance (subject to and
     in accordance with Section 4.03) in an amount equal to the Assumed Monthly
     Payment; (D) if the Borrower timely makes, and the applicable Non-Trust
     Master Servicer timely remits, such Balloon Payment as described above but
     the applicable Master Servicer fails to remit such Balloon Payment to the
     Certificate Administrator, such Master Servicer shall be required, on the
     Master Servicer Remittance Date occurring in February 2014, to make a
     payment of cash, from its own funds without right of reimbursement
     therefor, to the Certificate Administrator (for deposit in the Distribution
     Account) in an amount equal to one month's interest at the Net Mortgage
     Rate of the GIC Office Portfolio Pooled Mortgage Loan on a principal amount
     equal to the principal portion of such Balloon Payment; and

               (vi) solely in the case of the GIC Office Portfolio Pooled
     Mortgage Loan at any time when it is not a defaulted Mortgage Loan or a
     Specially Serviced Mortgage Loan, to the extent that a voluntary Principal
     Prepayment is made to the applicable Non-Trust Master Servicer on the Due
     Date occurring in any month, such payment (and any accompanying Prepayment
     Premium or Yield Maintenance Charge that is Received by the



                                     -101-
<PAGE>

     Trust) will nevertheless be distributed to Certificateholders on the
     Distribution Date occurring in such month if the applicable Master Servicer
     (a) provides notice to the Certificate Administrator and the Servicer
     Report Administrator no later than 2:00 p.m. (New York City time) two (2)
     Business Days prior to the related Distribution Date reflecting the related
     Borrower's intention to make such payment, and (b) either (i) remits such
     payment to the Certificate Administrator on the Master Servicer Remittance
     Date, or (ii) provides notice to the Certificate Administrator no later
     than 5:30 p.m. (New York City time) on the related Master Servicer
     Remittance Date that such payment has been received by the applicable
     Master Servicer and then remits such payment to the Certificate
     Administrator by 10:00 a.m. (New York City time) on the related
     Distribution Date with interest for the account of the Certificate
     Administrator on such remittance at the Reimbursement Rate from and
     including such Master Servicer Remittance Date to but excluding the related
     Distribution Date. If the timing and notice requirements set forth in (a)
     and (b) above are satisfied with respect to such voluntary Principal
     Prepayment on the GIC Office Portfolio Pooled Mortgage Loan, such Principal
     Prepayment (and such accompanying Prepayment Premium or Yield Maintenance
     Charge) will be deemed to have been received during the Collection Period
     ending in such month. If the timing and notice requirements set forth in
     (a) and (b) above are not satisfied with respect to such voluntary
     Principal Prepayment, such Principal Prepayment (and such accompanying
     Prepayment Premium or Yield Maintenance Charge) will be deemed to have been
     received in the next succeeding Collection Period and, on the Master
     Servicer Remittance Date immediately following such succeeding Collection
     Period, the applicable Master Servicer shall make, from its own funds
     without reimbursement therefor, a payment of cash to the Certificate
     Administrator (for deposit in the Distribution Account and inclusion in the
     Available Distribution Amount) an amount equal to one month's interest at
     the Net Mortgage Rate on a principal amount equal to such Principal
     Prepayment.

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

          (a) Each Master Servicer shall establish and maintain one or more
segregated accounts ("Servicing Accounts"), in which all Escrow Payments
received by it with respect to the Serviced Mortgage Loans for which it is the
applicable Master Servicer, shall be deposited and retained, separate and apart
from its own funds. 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. As and to the extent
consistent with the Servicing Standard, applicable law and the related Mortgage
Loan Documents, each Master Servicer may make withdrawals from the Servicing
Accounts maintained by it, and may apply Escrow Payments held therein with
respect to any Serviced Mortgage Loan (together with interest earned thereon),
only as follows: (i) to effect the payment of real estate taxes, assessments,
insurance premiums (including, premiums on any Environmental Insurance Policy),
ground rents (if applicable) and comparable items in respect of the related
Mortgaged Property; (ii) to reimburse such Master Servicer, the applicable
Special Servicer, the Trustee or the Fiscal Agent, as applicable, for any
unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan
to cover any of the items described in the immediately preceding clause (i);
(iii) to refund to the related Borrower any sums as may be determined to be
overages; (iv) to pay interest or other income, if required and as described
below, to the related Borrower on balances in the Servicing Account (or, if and
to the extent not payable to the related Borrower to pay such interest or other
income (up to the amount of any Net Investment Earnings in respect of such
Servicing Account for each Collection Period) to such Master Servicer); (v)
disburse Insurance Proceeds if required to be applied to the repair or
restoration of the related Mortgaged Property, (vi) after an event of default,
to pay the principal of, accrued interest on and any other amounts payable with
respect to such Mortgage Loan; (vii) to withdraw amounts deposited in the
Servicing Account in error; or (viii) to clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01.
Each Master Servicer shall pay or cause to be paid to the related Borrowers
interest and other income, if any, earned on the investment of funds in
Servicing Accounts maintained thereby, if and to the extent required by law or
the terms of the related Mortgage Loan Documents. If a Master Servicer shall
deposit in a Servicing Account maintained by it 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. Promptly after
any Escrow Payments are received by the applicable Special Servicer from the
Borrower under any Serviced Mortgage Loan, and in any event within one Business
Day after any such receipt, the applicable


                                     -102-
<PAGE>

Special Servicer shall remit such Escrow Payments to the applicable Master
Servicer for deposit in the applicable Servicing Account(s).

          (b) The applicable Master Servicer shall as to each Serviced Mortgage
Loan (including each Specially Serviced Mortgage Loan): (i) maintain accurate
records with respect to the related Mortgaged Property reflecting the status of
real estate taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof and (ii) use reasonable efforts consistent with the Servicing
Standard to obtain, from time to time, all bills for the payment of such items
(including renewal premiums) and effect payment thereof prior to the applicable
penalty or termination date. For purposes of effecting any such payment with
respect to any Serviced Mortgage Loan, the applicable Master Servicer shall
apply Escrow Payments as allowed under the terms of the related Mortgage Loan
Documents; provided that if such Mortgage Loan does not require the related
Borrower to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, the applicable Master
Servicer (or, if such Mortgage Loan becomes a Specially Serviced Mortgage Loan,
the applicable Special Servicer) shall, subject to and in accordance with the
Servicing Standard, use reasonable efforts to enforce the requirement of the
related Mortgage Loan Documents that the related Borrower make payments in
respect of such items at the time they first become due.

          (c) In accordance with the Servicing Standard, but subject to Section
3.11(h), the applicable Master Servicer, with respect to each Serviced Mortgage
Loan for which it is the Master Servicer (including each such Mortgage Loan that
is a Specially Serviced Mortgage Loan) shall make a Servicing Advance with
respect to the related Mortgaged Property in an amount equal to all such funds
as are necessary for the purpose of effecting the timely payment of (i) real
estate taxes, assessments and other similar items, (ii) ground rents (if
applicable), and (iii) premiums on Insurance Policies (including, premiums on
any Environmental Insurance Policy), in each instance prior to the applicable
penalty or termination date, in each instance if and to the extent that (x)
Escrow Payments (if any) collected from the related Borrower are insufficient to
pay such item when due, and (y) the related Borrower has failed to pay such item
on a timely basis; provided that, in the case of amounts described in the
preceding clause (i), the applicable Master Servicer shall not make a Servicing
Advance of any such amount if such Master Servicer reasonably anticipates (in
accordance with the Servicing Standard) that such amounts will be paid by the
related Borrower on or before the applicable penalty date, in which case such
Master Servicer shall use its best reasonable efforts consistent with the
Servicing Standard to confirm whether such amounts have been paid and, subject
to Section 3.11(h), shall make a Servicing Advance of such amounts, if
necessary, not later than five Business Days following confirmation by such
Master Servicer that such amounts have not been paid by the applicable penalty
date. All such Advances shall be reimbursable in the first instance from related
collections from the Borrowers and further as provided in Section 3.05(a). No
costs incurred by a Master Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of any
Mortgaged Property shall, for purposes hereof, including calculating monthly
distributions to Certificateholders, be added to the respective unpaid principal
balances or Stated Principal Balances of the subject Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit; provided that
this sentence shall not be construed to limit the rights of the applicable
Master Servicer or Special Servicer on behalf of the Trust to enforce any
obligations of the related Borrower under such Mortgage Loan.

          (d) Each Master Servicer shall establish and maintain one or more
segregated accounts ("Reserve Accounts"), in which all Reserve Funds, if any,
received by it with respect to the Serviced Mortgage Loans as to which it is the
applicable Master Servicer, shall be deposited and retained, separate and apart
from its own funds. Subject to any terms of the related Mortgage Loan Documents
that specify the nature of the account in which Reserve Funds shall be held,
each Reserve Account shall be an Eligible Account. As and to the extent
consistent with the Servicing Standard, applicable law and the related Mortgage
Loan Documents, each Master Servicer may make withdrawals from the Reserve
Accounts maintained by it, and may apply Reserve Funds held therein with respect
to any Serviced Mortgage Loan (together with interest earned thereon), only as
follows: (i) in the case of Reserve Funds that are intended to cover specific
costs and expenses, to pay for, or to reimburse the related Borrower in
connection with, the costs associated with the related tenant improvements,
leasing commissions, repairs, replacements, capital improvements and/or
environmental testing and remediation, litigation and/or other special expenses
at or with respect to the related Mortgaged Property for


                                     -103-
<PAGE>

which such Reserve Funds were intended and to refund the related Borrower any
sums as may be determined to be overages; (ii) in the case of Reserve Funds
intended to cover debt service payments, to apply amounts on deposit therein in
respect of principal and interest on such Mortgage Loan; (iii) to reimburse such
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
applicable, for any unreimbursed Advances made thereby with respect to such
Mortgage Loan to cover any of the items described in the immediately preceding
clauses (i) and (ii) (or, if any such Advance has become an Unliquidated
Advance, to transfer to the related Collection Account an amount equal to the
reimbursement that would otherwise have been made as described in this clause
(iii)); (iv) to release such Reserve Funds to the related Borrower if the
conditions precedent for such release are satisfied or otherwise apply such
Reserve Funds in accordance with the related Mortgage Loan Documents if the
conditions precedent for such release are not satisfied; (v) to pay interest or
other income, if required and as described below, to the related Borrower on
balances in the Reserve Account (or, if and to the extent not payable to the
related Borrower, to pay such interest or other income (up to the amount of any
Net Investment Earnings in respect of such Reserve Account for each Collection
Period) to such Master Servicer); (vi) to withdraw amounts deposited in such
Reserve Account in error; (vii) after an event of default, to pay the principal
of, accrued interest on, and any other amounts payable with respect to such
Mortgage Loan; or (viii) to clear and terminate the Reserve Account at the
termination of this Agreement in accordance with Section 9.01. If the Borrower
under any Serviced Mortgage Loan delivers a Letter of Credit in lieu of Reserve
Funds, then the applicable Master Servicer shall make draws on such Letter of
Credit at such times and for such purposes as it would have made withdrawals
from a Reserve Account and, to the extent consistent with the Servicing
Standard, applicable law and the related Mortgage Loan Documents, in order to
convert the amount of such Letter of Credit into Reserve Funds. Promptly after
any Reserve Funds are received by a Special Servicer from any Borrower, and in
any event within one Business Day of such receipt, such Special Servicer shall
remit such Reserve Funds to the applicable Master Servicer for deposit in the
applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable
attorneys' fees and expenses, incurred by a Master Servicer or Special Servicer
to enable such Master Servicer or such Special Servicer, as the case may be, to
make any draw under any Letter of Credit shall constitute a Servicing Advance,
and such Master Servicer or such Special Servicer, as the case may be, shall
make reasonable efforts to recover such expenses from the related Borrower to
the extent the Borrower is required to pay such expenses under the terms of the
related Mortgage Loan.

          (e) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of a Serviced Mortgage Loan, the
applicable Master Servicer shall request from the related Borrower written
confirmation thereof within a reasonable time after the later of the Closing
Date and the date as of which such plan is required to be established or
completed. To the extent any other action or remediation with respect to
environmental matters is required to have been taken or completed pursuant to
the terms of a Serviced Mortgage Loan, the applicable Master Servicer shall
request from the related Borrower written confirmation of such action and
remediations within a reasonable time after the later of the Closing Date and
the date as of which such action or remediations are required to have been taken
or completed. To the extent that a Borrower shall fail to promptly respond to
any inquiry described in this Section 3.03(e), the applicable Master Servicer
shall notify the Trustee, the applicable Special Servicer, the Controlling Class
Representative and (if affected) the related Serviced Non-Pooled Mortgage Loan
Noteholder(s). The applicable Master Servicer shall promptly notify the Trustee,
the applicable Special Servicer, the Controlling Class Representative and any
affected Serviced Non-Pooled Mortgage Loan Noteholders if such Master Servicer
determines that the Borrower under any Serviced Mortgage Loan has failed to
perform its obligations under such Serviced Mortgage Loan in respect of
environmental matters.

          (f) Subject to applicable law and the terms of the related Mortgage
Loan Documents, funds in the Servicing Accounts and the Reserve Accounts may be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06.

          (g) With respect to each Serviced Mortgage Loan that requires the
related Borrower to establish and maintain one or more lock-box, cash management
or similar accounts, the applicable Master Servicer shall establish and
maintain, in accordance with the Servicing Standard, such account(s) in
accordance with the terms of the related Mortgage Loan Documents. No such
lock-box account is required to be an Eligible Account, unless the Mortgage Loan
Documents otherwise so require. The applicable Master Servicer shall apply the
funds deposited in such accounts in accordance with


                                     -104-
<PAGE>

terms of the related Mortgage Loan Documents, any lock-box, cash management or
similar agreement and the Servicing Standard.

          SECTION 3.04. Collection Accounts, Distribution Account, Interest
                        Reserve Account, Excess Liquidation Proceeds Account,
                        Companion Note Custodial Accounts and Shell Plaza
                        Subordinate Note Custodial Account.

          (a) Each of the Master Servicers shall segregate and hold all funds
collected and received by it in connection with the Pooled Mortgage Loans for
which it is the applicable Master Servicer separate and apart from its own funds
and general assets. In connection therewith, each Master Servicer shall
establish and maintain one or more segregated accounts (collectively, a
"Collection Account"), in which the funds described below are to be deposited
and held on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each account that constitutes a Collection Account shall be
an Eligible Account. Each Master Servicer shall deposit or cause to be deposited
in its Collection Account, within one Business Day of receipt by it (in the case
of payments by Borrowers or other collections on the Serviced Pooled Mortgage
Loans as to which it acts as Master Servicer) or as otherwise required
hereunder, the following payments and collections received or made by or on
behalf of such Master Servicer subsequent to the Closing Date with respect to
the Pooled Mortgage Loans as to which it is the applicable Master Servicer and
any Administered REO Properties acquired in respect thereof (other than in
respect of scheduled payments of principal and interest due and payable on such
Pooled Mortgage Loans on or before their respective Cut-off Dates (or, in the
case of a Replacement Pooled Mortgage Loan, on or before the related date of
substitution), which payments shall be delivered promptly to the related Pooled
Mortgage Loan Seller or its designee, with negotiable instruments endorsed as
necessary and appropriate without recourse):

               (i) all payments (from whatever source) on account of principal
     of such Serviced Pooled Mortgage Loans, including Principal Prepayments;

               (ii) all payments (from whatever source) on account of interest
     on such Serviced Pooled Mortgage Loans, including Default Interest and
     Post-ARD Additional Interest;

               (iii) all Prepayment Premiums, Yield Maintenance Charges and/or
     late payment charges received with respect to such Serviced Pooled Mortgage
     Loans;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received with respect to such Serviced Pooled Mortgage
     Loans and/or, insofar as such payments and/or proceeds represent amounts
     allocable to reimburse Servicing Advances or pay Liquidation Expenses
     and/or other servicing expenses in respect of the entire Mortgage Loan
     Group of which any such Serviced Pooled Mortgage Loan is part;

               (v) any amounts relating to such Serviced Pooled Mortgage Loans
     and/or Administered REO Properties required to be deposited by such Master
     Servicer or such Special Servicer pursuant to Section 3.07(b) in connection
     with losses resulting from a deductible clause in a blanket or master force
     placed hazard insurance policy;

               (vi) any amounts relating to an Administered REO Properties
     required to be transferred from any REO Account pursuant to Section
     3.16(c);

               (vii) to the extent not otherwise included in another clause of
     this Section 3.04(a), any payments collected in respect of Unliquidated
     Advances on such Pooled Mortgage Loans or in respect of amounts previously
     determined to constitute Nonrecoverable Advances; and

               (viii) insofar as they do not constitute Escrow Payments or
     Reserve Funds, any amounts relating to such Serviced Pooled Mortgage Loans
     paid by a Borrower specifically to cover items for which a Servicing
     Advance has been made or that represent a recovery of property protection
     expenses from a Borrower.

                                     -105-
<PAGE>

          In addition, the applicable Master Servicer shall deposit into its
Collection Account, promptly upon receipt thereof if such Master Servicer is
also the related Non-Trust Master Servicer and otherwise within one Business Day
following receipt thereof, all remittances to the Trust under the Non-Trust
Servicing Agreement related to the Non-Trust-Serviced Pooled Mortgage Loan or
any related Non-Trust-Serviced REO Property. Furthermore, the applicable Master
Servicer for any Serviced Mortgage Loan Group shall deposit into its Collection
Account, within one Business Day following receipt thereof, all payments to the
Trust made by the Serviced Non-Pooled Mortgage Loan Noteholders in respect of
Nonrecoverable Advances or expenses pursuant to the terms of the related
Mortgage Loan Group Intercreditor Agreement.

          Furthermore, each Master Servicer shall deposit in its Collection
Account any amounts required to be deposited by such Master Servicer pursuant to
Section 3.06, as and when required by such section, in connection with losses
incurred with respect to Permitted Investments of funds held in such Collection
Account.

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

          The foregoing requirements for deposit in a Collection Account shall
be exclusive. Without limiting the generality of the foregoing, actual payments
from Borrowers in the nature of Escrow Payments, assumption fees, assumption
application fees, earn-out fees, extension fees, modification fees, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds and other fees and amounts collected from Borrowers that
constitute Additional Master Servicing Compensation and/or Additional Special
Servicing Compensation, need not be deposited by either Master Servicer in its
Collection Account. Each Master Servicer shall promptly, and in any event within
one Business Day, deliver to the applicable Special Servicer any of the
foregoing items received by it with respect to any Pooled Mortgage Loan, if and
to the extent that such items constitute Additional Special Servicing
Compensation payable to the applicable Special Servicer. If either Master
Servicer shall deposit in its Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Collection
Account, any provision herein to the contrary notwithstanding.

          Upon receipt of any of the amounts described in clauses (i) through
(iv) and (vii) through (viii) of the first paragraph of this Section 3.04(a)
with respect to any Serviced Pooled Mortgage Loan, the applicable Special
Servicer shall promptly, but in no event later than one Business Day after
receipt, remit such amounts to the applicable Master Servicer for deposit into
such Master Servicer's Collection Account, unless the applicable Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement. With respect
to any such amounts paid by check to the order of the applicable Special
Servicer, each Special Servicer shall endorse such check to the order of the
applicable Master Servicer (in its capacity as such), without recourse,
representation or warranty, unless each Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement. Any such amounts received by the
applicable Special Servicer with respect to an Administered REO Property shall
be deposited by such Special Servicer into the related REO Account and remitted
to the applicable Master Servicer for deposit into such Master Servicer's
Collection Account pursuant to Section 3.16(c).

          (b) The Certificate Administrator shall establish and maintain one or
more segregated accounts (collectively, the "Distribution Account"), to be held
on behalf and in the name of the Trustee in trust for the benefit of the
Certificateholders. Each account that constitutes the Distribution Account shall
be an Eligible Account. The Certificate Administrator shall, as a bookkeeping
matter, establish and maintain two sub-accounts of the Distribution Account (i)
one of which sub-accounts (such sub-account, the "REMIC Sub-Account") shall be
deemed to be held in trust for the benefit of the Holders of the Regular
Interest Certificates and the Class R Certificates, and (ii) one of which
sub-accounts (such sub-account, the "Class V Sub-Account") shall be deemed to be
held in trust for the benefit of the Holders of the Class V Certificates. Not
later than 1:00 p.m. (New York City time) on each Master Servicer Remittance
Date, each Master


                                     -106-
<PAGE>

Servicer shall deliver to the Certificate Administrator, for deposit in the
Distribution Account, an aggregate amount of immediately available funds equal
to the Master Servicer Remittance Amount with respect to such Master Servicer
for such Master Servicer Remittance Date. Immediately upon deposit of a Master
Servicer Remittance Amount into the Distribution Account, any portion thereof
that represents any Post-ARD Additional Interest related to the ARD Mortgage
Loans and/or any successor REO Mortgage Loans with respect thereto included in
the Mortgage Pool shall be deemed to have been deposited into the Class V
Sub-Account, and the remaining portion thereof shall be deemed to have been
deposited into the REMIC Sub-Account. In addition, each Master Servicer shall,
as and when required hereunder, deliver to the Certificate Administrator for
deposit in the Distribution Account any P&I Advances and Compensating Interest
Payments required to be made by such Master Servicer hereunder. Furthermore, any
amounts paid by any party hereto to indemnify the Trust Fund pursuant to any
provision hereof shall be delivered to the Certificate Administrator for deposit
in the Distribution Account. The Certificate Administrator shall, upon receipt,
deposit in the Distribution Account any and all amounts received or, pursuant to
Section 4.03, advanced by the Trustee or the Fiscal Agent that are required by
the terms of this Agreement to be deposited therein. As and when required
pursuant to Section 3.05(c), the Certificate Administrator shall transfer
Interest Reserve Amounts in respect of the Interest Reserve Loans from the
Interest Reserve Account to the Distribution Account. Furthermore, as and when
required pursuant to Section 3.05(d), the Certificate Administrator shall
transfer monies from the Excess Liquidation Proceeds Account to the Distribution
Account. The Certificate Administrator shall also deposit in the Distribution
Account any amounts required to be deposited by the Certificate Administrator
pursuant to Section 3.06 in connection with losses incurred with respect to
Permitted Investments of funds held in the Distribution Account. If the
Certificate Administrator shall deposit in the Distribution Account any amount
not required to be deposited therein, it may at any time withdraw such amount
from the Distribution Account, any provision herein to the contrary
notwithstanding.

          (c) The Certificate Administrator shall establish and maintain one or
more accounts (collectively, the "Interest Reserve Account") to be held on
behalf and in the name of the Trustee in trust for the benefit of the
Certificateholders; provided that, subject to the next paragraph, the Interest
Reserve Account may be a sub-account of the Distribution Account. Each account
that constitutes the Interest Reserve Account shall be an Eligible Account. On
the Distribution Date in January (except during a leap year) and February of
each calendar year, commencing in 2005, prior to any distributions being made
with respect to the Certificates on such Distribution Date, the Certificate
Administrator shall, with respect to each Interest Reserve Loan, withdraw from
the Distribution Account and deposit in the Interest Reserve Account an amount
equal to the Interest Reserve Amount, if any, in respect of such Interest
Reserve Loan for such Distribution Date; provided that no such transfer of
monies from the Distribution Account to the Interest Reserve Account shall be
made on the Final Distribution Date. The Certificate Administrator shall also
deposit in the Interest Reserve Account from its own funds any amounts required
to be deposited by the Certificate Administrator pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Interest Reserve Account.

          Notwithstanding that the Interest Reserve Account may be a sub-account
of the Distribution Account for reasons of administrative convenience, the
Interest Reserve Account and the Distribution Account shall, for all purposes of
this Agreement (including the obligations and responsibilities of the
Certificate Administrator hereunder), be considered to be and shall be required
to be treated as, separate and distinct accounts.

          (d) If any Excess Liquidation Proceeds are received, the Certificate
Administrator shall establish and maintain one or more accounts (collectively,
the "Excess Liquidation Proceeds Account") to be held on behalf and in the name
of the Trustee in trust for the benefit of the Certificateholders. Each account
that constitutes the Excess Liquidation Proceeds Account shall be an Eligible
Account. On each Master Servicer Remittance Date, each Master Servicer shall
withdraw from its Collection Account and remit to the Certificate Administrator
for deposit in the Excess Liquidation Proceeds Account all Excess Liquidation
Proceeds received by it during the Collection Period ending on the Determination
Date immediately prior to such Master Servicer Remittance Date. The Certificate
Administrator shall also deposit in the Excess Liquidation Proceeds Account from
its own funds any amounts required to be deposited by the Certificate
Administrator pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Excess Liquidation
Proceeds Account.

                                     -107-
<PAGE>

          (e) The applicable Master Servicer shall segregate and hold all funds
collected and received by it in connection with each Serviced Pari Passu
Companion Loan separate and apart from its own funds and general assets. In
connection therewith, such Master Servicer shall establish and maintain one or
more segregated accounts (collectively, the related "Companion Note Custodial
Account"), in which the funds described below are to be deposited and held on
behalf of the related Serviced Non-Pooled Pari Passu Companion Noteholder (and
which accounts may be maintained as separately identified sub-accounts of the
applicable Collection Account, provided that for all purposes of this Agreement
(including the obligations of the applicable Master Servicer hereunder) such
accounts shall be considered to be and shall be required to be treated as
separate and distinct from the applicable Collection Account). Each Companion
Note Custodial Account shall be an Eligible Account. The applicable Master
Servicer shall deposit or cause to be deposited in each Companion Note Custodial
Account, within one Business Day of receipt by it or as otherwise required
hereunder, the following payments and collections received or made by or on
behalf of such Master Servicer in respect of the related Serviced Non-Pooled
Pari Passu Companion Loan subsequent to the Closing Date:

               (i) all payments (from whatever source) on account of principal
     of the applicable Non-Pooled Pari Passu Companion Loan, including Principal
     Prepayments;

               (i) all payments (from whatever source) on account of interest on
     the applicable Non-Pooled Pari Passu Companion Loan, including Default
     Interest;

               (ii) all Prepayment Premiums and Yield Maintenance Charges
     received in respect of the applicable Non-Pooled Pari Passu Companion Loan;

               (iii) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received in respect of, and allocable as interest
     (including Default Interest) on, principal of or Prepayment Premiums or
     Yield Maintenance Charges with respect to, the applicable Non-Pooled Pari
     Passu Companion Loan (or any successor REO Mortgage Loan with respect
     thereto);

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

               (v) any amounts required to be deposited by the applicable Master
     Servicer or the applicable Special Servicer pursuant to Section 3.07(b) in
     connection with losses on the applicable Non-Pooled Pari Passu Companion
     Loan (or any successor REO Mortgage Loan with respect thereto) resulting
     from a deductible clause in a blanket or master force placed hazard
     insurance policy;

               (vi) any amounts required to be transferred to the applicable
     Companion Note Custodial Account from the REO Account pursuant to Section
     3.16(c); and

               (vii) any other amounts received and applied on the related
     Non-Pooled Pari Passu Companion Loan pursuant to the related Mortgage Loan
     Group Intercreditor Agreement.

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

          The foregoing requirements for deposit in each Companion Note
Custodial Account shall be exclusive. Without limiting the generality of the
foregoing, actual payments from the applicable Borrower in the nature of Escrow
Payments, assumption fees, assumption application fees, earn-out fees, extension
fees, modification fees, charges for beneficiary statements or demands, amounts
collected for checks returned for insufficient funds and other fees and amounts
collected from the applicable Borrower that constitute Additional Master
Servicing Compensation and/or


                                     -108-
<PAGE>

Additional Special Servicing Compensation, need not be deposited by the
applicable Master Servicer in the applicable Companion Note Custodial Account.
The applicable Master Servicer shall promptly deliver to the applicable Special
Servicer any of the foregoing items received by it with respect to the
applicable Non-Pooled Pari Passu Companion Loan, if and to the extent that such
items constitute Additional Special Servicing Compensation with respect to the
applicable Non-Pooled Pari Passu Companion Loan. If the applicable Master
Servicer shall deposit in the applicable Companion Note Custodial Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the applicable Companion Note Custodial Account, any provision
herein to the contrary notwithstanding.

          Upon receipt of any of the amounts described in clauses (i) through
(iv) of the first paragraph of this Section 3.04(e), the applicable Special
Servicer shall promptly, but in no event later than two (2) Business Days after
receipt, remit such amounts to the applicable Master Servicer for deposit into
the applicable Companion Note Custodial Account, unless the applicable Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or because of
another appropriate reason that is consistent with the Servicing Standard. With
respect to any such amounts paid by check to the order of the applicable Special
Servicer, the applicable Special Servicer shall endorse such check to the order
of the applicable Master Servicer (in its capacity as such), without recourse,
representation or warranty, unless the applicable Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or because of
another appropriate reason that is consistent with the Servicing Standard. Any
such amounts received by the applicable Special Servicer with respect to an REO
Property relating to the applicable Mortgage Loan Group shall be deposited by
the applicable Special Servicer into the REO Account and, insofar as such
amounts are allocable as interest on, principal of, or Prepayment Premiums or
Yield Maintenance Charges with respect to the applicable Non-Pooled Pari Passu
Companion Loan or any successor REO Mortgage Loan with respect thereto, shall be
remitted to the applicable Master Servicer for deposit into the applicable
Companion Note Custodial Account pursuant to Section 3.16(c). Any remittances by
a Special Servicer under this paragraph may be made as part of an aggregate
remittance under this paragraph, the final paragraph of Section 3.04(a) and/or
the final paragraph of Section 3.04(f) collectively.

          To the extent of the applicable Non-Pooled Pari Passu Companion
Noteholder's interest therein, each Companion Note Custodial Account shall be
treated as an "outside reserve fund" within the meaning of the REMIC Provisions,
beneficially owned by the related Non-Pooled Pari Passu Companion Noteholder,
who shall be liable for any tax on its share of any reinvestment income thereon,
and who shall be deemed to receive any related reimbursements from the Trust
Fund.

          (f) The applicable Master Servicer shall segregate and hold all funds
collected and received by it in connection with the Shell Plaza Non-Pooled
Subordinate Loan separate and apart from its own funds and general assets. In
connection therewith, such Master Servicer shall establish and maintain one or
more segregated accounts (collectively, the "Shell Plaza Subordinate Note
Custodial Account"), in which the funds described below are to be deposited and
held on behalf of the Shell Plaza Non-Pooled Subordinate Noteholder (and which
accounts may be maintained as separately identified sub-accounts of the
applicable Collection Account, provided that for all purposes of this Agreement
(including the obligations of the applicable Master Servicer hereunder) such
accounts shall be considered to be and shall be required to be treated as
separate and distinct from the applicable Collection Account). Each account that
constitutes the Shell Plaza Subordinate Note Custodial Account shall be an
Eligible Account. The applicable Master Servicer shall deposit or cause to be
deposited in the Shell Plaza Subordinate Note Custodial Account, within one
Business Day of receipt by it or as otherwise required hereunder, the following
payments and collections received or made by or on behalf of such Master
Servicer in respect of the Shell Plaza Non-Pooled Subordinate Loan subsequent to
the Closing Date:

               (i) all payments (from whatever source) on account of principal
     of the Shell Plaza Non-Pooled Subordinate Loan, including Principal
     Prepayments;

               (ii) all payments (from whatever source) on account of interest
     on the Shell Plaza Non-Pooled Subordinate Loan, including Default Interest;

                                     -109-
<PAGE>

               (iii) all Prepayment Premiums and Yield Maintenance Charges
     received in respect of the Shell Plaza Non-Pooled Subordinate Loan;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received in respect of, and allocable as interest
     (including Default Interest) on, principal of or Prepayment Premiums or
     Yield Maintenance Charges with respect to, the Shell Plaza Non-Pooled
     Subordinate Loan (or any successor REO Mortgage Loan with respect thereto);

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

               (vi) any amounts required to be deposited by the applicable
     Master Servicer or the applicable Special Servicer pursuant to Section
     3.07(b) in connection with losses on the Shell Plaza Non-Pooled Subordinate
     Loan (or any successor REO Mortgage Loan with respect thereto) resulting
     from a deductible clause in a blanket or master force placed hazard
     insurance policy;

               (vii) any amounts required to be transferred to the Shell Plaza
     Subordinate Note Custodial Account from the related REO Account pursuant to
     Section 3.16(c); and

               (viii) any other amounts received and applied on the Shell Plaza
     Non-Pooled Subordinate Loan pursuant to the Shell Plaza Intercreditor
     Agreement.

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

          The foregoing requirements for deposit in the Shell Plaza Subordinate
Note Custodial Account shall be exclusive. Without limiting the generality of
the foregoing, actual payments from the Shell Plaza Borrower in the nature of
Escrow Payments, assumption fees, assumption application fees, earn-out fees,
extension fees, modification fees, charges for beneficiary statements or
demands, amounts collected for checks returned for insufficient funds and other
fees and amounts collected from the Shell Plaza Borrower that constitute
Additional Master Servicing Compensation and/or Additional Special Servicing
Compensation, need not be deposited by the applicable Master Servicer in the
Shell Plaza Subordinate Note Custodial Account. The applicable Master Servicer
shall promptly deliver to the Shell Plaza Special Servicer any of the foregoing
items received by it with respect to the Shell Plaza Non-Pooled Subordinate
Loan, if and to the extent that such items constitute Additional Special
Servicing Compensation with respect to the Shell Plaza Non-Pooled Subordinate
Loan. If the applicable Master Servicer for any reason deposits in the Shell
Plaza Subordinate Note Custodial Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Shell Plaza
Subordinate Note Custodial Account, any provision herein to the contrary
notwithstanding.

          Upon receipt of any of the amounts described in clauses (i) through
(iv) and clause (viii) of the first paragraph of this Section 3.04(f), the Shell
Plaza Special Servicer shall promptly, but in no event later than one Business
Day after receipt, remit such amounts to the applicable Master Servicer for
deposit into the Shell Plaza Subordinate Note Custodial Account, unless the
Shell Plaza Special Servicer determines, consistent with the Servicing Standard,
that a particular item should not be deposited because of a restrictive
endorsement. With respect to any such amounts paid by check to the order of the
Shell Plaza Special Servicer, such Special Servicer shall endorse such check to
the order of the applicable Master Servicer (in its capacity as such), without
recourse, representation or warranty, unless such Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement. Any such amounts
received by the Shell Plaza Special Servicer with respect to an REO Property
relating to the Shell Plaza Loan Group shall be deposited by the Shell Plaza
Special Servicer into its REO Account and, insofar as such amounts are allocable
as interest on, principal of, or Prepayment Premiums or Yield


                                     -110-
<PAGE>

Maintenance Charges with respect to the Shell Plaza Non-Pooled Subordinate Loan
or any successor REO Mortgage Loan with respect thereto, shall be remitted to
the applicable Master Servicer for deposit into the Shell Plaza Subordinate Note
Custodial Account pursuant to Section 3.16(c), subject to the Shell Plaza
Intercreditor Agreement.

          The Shell Plaza Subordinate Note Custodial Account shall be treated as
an "outside reserve fund" within the meaning of the REMIC Provisions,
beneficially owned by the Shell Plaza Subordinate Noteholder, who shall be
liable for any tax on any reinvestment income thereon, and who shall be deemed
to receive any related reimbursements from the Trust Fund.

          (g) Funds in a Collection Account, the Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Account, a Companion
Note Custodial Account and/or the Shell Plaza Subordinate Note Custodial Account
may be invested in Permitted Investments in accordance with the provisions of
Section 3.06. Each Master Servicer shall give notice to the other parties hereto
of the location of its Collection Account as of the Closing Date and of the new
location of its Collection Account prior to any change thereof. With respect to
the Shell Plaza Loan Group, the applicable Master Servicer shall give notice to
the other parties hereto and to the Shell Plaza Non-Pooled Subordinate
Noteholder of the location of the Shell Plaza Subordinate Note Custodial Account
as of the Closing Date and of the new location of such account prior to any
change thereof. With respect to each other Serviced Mortgage Loan Group, the
applicable Master Servicer shall give notice to the other parties hereto and to
each related Serviced Non-Pooled Pari Passu Companion Noteholder of the location
of the related Companion Note Custodial Account maintained by it as of the
Closing Date and of the new location of such account prior to any change
thereof.

          SECTION 3.05. Permitted Withdrawals From the Collection Accounts, the
                        Distribution Account, the Interest Reserve Account, the
                        Excess Liquidation Proceeds Account, the Companion Note
                        Custodial Account and the Shell Plaza Subordinate Note
                        Custodial Account.

          (a) Subsection (I). Each Master Servicer may, from time to time, make
withdrawals from its Collection 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 Certificate Administrator for deposit in the
     Distribution Account (A) the Master Servicer Remittance Amount with respect
     to such Master Servicer for each Master Servicer Remittance Date and (B)
     any amounts that may be applied by such Master Servicer to make P&I
     Advances pursuant to Section 4.03(a);

               (ii) to reimburse the Fiscal Agent, the Trustee or itself, as
     applicable, in that order, for unreimbursed P&I Advances made by such
     Person (in each case, with its own funds) with respect to those Pooled
     Mortgage Loans as to which such Master Servicer is the applicable Master
     Servicer and/or any successor REO Pooled Mortgage Loans in respect thereof,
     such Master Servicer's, the Trustee's and the Fiscal Agent's, as the case
     may be, respective rights to reimbursement pursuant to this clause (ii)
     with respect to any P&I Advance (other than a Nonrecoverable P&I Advance,
     which is reimbursable pursuant to clause (vi) below) being limited to
     (subject to the operation of subsection (II)(iii) of this Section 3.05(a))
     amounts on deposit in such Collection Account that represent Late
     Collections of interest and principal Received by the Trust in respect of
     the particular Pooled Mortgage Loan or REO Pooled Mortgage Loan as to which
     such P&I Advance was made (net of related Master Servicing Fees);

               (iii) to pay itself earned and unpaid Master Servicing Fees with
     respect to those Pooled Mortgage Loans as to which it is the applicable
     Master Servicer and/or any successor REO Pooled Mortgage Loans in respect
     thereof, such Master Servicer's right to payment pursuant to this clause
     (iii) with respect to any such Pooled Mortgage Loan or REO Pooled Mortgage
     Loan being limited to amounts on deposit in such


                                     -111-
<PAGE>

     Collection Account that are allocable as interest on such Pooled Mortgage
     Loan or REO Pooled Mortgage Loan, as the case may be;

               (iv) to pay the applicable Special Servicer (or, if applicable,
     any predecessor thereto) earned and unpaid Special Servicing Fees, Workout
     Fees and Liquidation Fees to which it is entitled in respect of each
     Specially Serviced Pooled Mortgage Loan, Corrected Pooled Mortgage Loan
     and/or REO Pooled Mortgage Loan pursuant to, and from the sources
     contemplated by, Section 3.11(c), but only if and to the extent that such
     Special Servicing Fees, Workout Fees and Liquidation Fees relate to Pooled
     Mortgage Loans and/or related REO Properties as to which such Master
     Servicer is the applicable Master Servicer (and in no event shall any such
     payment be made by the applicable Master Servicer in respect of the
     Non-Trust-Serviced Pooled Mortgage Loan);

               (v) to reimburse the Fiscal Agent, the Trustee, the applicable
     Special Servicer or itself, as applicable, in that order, for any
     unreimbursed Servicing Advances made thereby (in each case, with its own
     funds) with respect to those Mortgage Loans and related REO Properties as
     to which such Master Servicer is the applicable Master Servicer, such
     Master Servicer's, such Special Servicer's, the Trustee's and the Fiscal
     Agent's, as the case may be, respective rights to reimbursement pursuant to
     this clause (v) with respect to any Servicing Advance (other than a
     Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause
     (vi) below) being limited to (subject to the operation of subsection
     (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection
     Account that represent (A) payments made by the related Borrower that are
     allocable to cover the item in respect of which such Servicing Advance was
     made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation
     Proceeds and, if applicable, REO Revenues Received by the Trust in respect
     of the particular Pooled Mortgage Loan or related REO Property as to which
     such Servicing Advance was made;

               (vi) to reimburse the Fiscal Agent, the Trustee, the applicable
     Special Servicer or itself, as applicable, in that order, out of such
     general collections (subject to the operation of subsection (II)(iv) of
     this Section 3.05(a) below) on the Mortgage Loans and any REO Properties as
     are then on deposit in such Collection Account, for any unreimbursed
     Nonrecoverable Advances made thereby with respect to any of the Mortgage
     Loans and/or related REO Properties as to which such Master Servicer is the
     applicable Master Servicer;

               (vii) to pay the Fiscal Agent, the Trustee, the applicable
     Special Servicer or itself, as applicable, in that order, any unpaid
     Advance Interest accrued on Advances made by such Person with respect to
     Mortgage Loans and/or REO Properties as to which such Master Servicer is
     the applicable Master Servicer, such payment to be made, as and to the
     extent contemplated by Section 3.31, out of amounts on deposit in such
     Collection Account that represent Default Charges Received by the Trust on
     the Mortgage Loans or REO Mortgage Loans as to which the subject Advance
     was made;

               (viii) to the extent that such Master Servicer has reimbursed or
     is reimbursing the Fiscal Agent, the Trustee, the applicable Special
     Servicer or itself, as applicable, for any unreimbursed Advance with
     respect to any Mortgage Loan or REO Property as to which such Master
     Servicer is the applicable Master Servicer (regardless of whether such
     reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to
     Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this
     Section 3.05(a)), and insofar as payment has not already been made out of
     related Default Charges, and the related Default Charges then on deposit in
     such Collection Account and available therefor are not sufficient to make
     such payment, pursuant to clause (vii) above, to pay the Fiscal Agent, the
     Trustee, the applicable Special Servicer or itself, as applicable, in that
     order, first out of amounts on deposit in such Collection Account that
     represent the remaining Liquidation Proceeds, Insurance Proceeds and/or
     Condemnation Proceeds, if any, from the Pooled Mortgage Loan or REO
     Property to which the Advance relates, then out of such general collections
     (subject to the operation of subsection (II) of this Section 3.05(a) below)
     on the Mortgage Loans and any REO Properties as are then on deposit in such
     Collection Account, any related Advance Interest accrued and payable on the
     portion of such Advance so reimbursed or being reimbursed;

                                     -112-
<PAGE>

               (ix) to pay (A) any outstanding expenses that were incurred by
     the applicable Special Servicer in connection with its inspecting, pursuant
     to Section 3.12(a), any Administered REO Property or any Mortgaged Property
     securing a Specially Serviced Pooled Mortgage Loan as to which such Master
     Servicer is the applicable Master Servicer or (B) any other outstanding
     expenses incurred on behalf of the Trust with respect to any Mortgage Loan
     or related REO Property as to which such Master Servicer is the applicable
     Master Servicer (other than Advance Interest that is paid pursuant to
     clause (vii) above, and other than Special Servicing Fees, Workout Fees and
     Liquidation Fees, which are covered by clause (iv) above) that will likely
     otherwise become Additional Trust Fund Expenses, such payment to be made
     from amounts on deposit in such Collection Account that represent Insurance
     Proceeds, Condemnation Proceeds or Liquidation Proceeds from the related
     Mortgage Loan or REO Property;

               (x) to pay itself any items of Additional Master Servicing
     Compensation, and to pay the applicable Special Servicer any items of
     Additional Special Servicing Compensation, in each case on deposit in such
     Collection Account from time to time;

               (xi) to pay any unpaid Liquidation Expenses incurred with respect
     to any Serviced Pooled Mortgage Loan or related Administered REO Property
     as to which such Master Servicer is the applicable Master Servicer, such
     payments to be made, first, out of amounts on deposit in such Collection
     Account that represent Insurance Proceeds, Condemnation Proceeds or
     Liquidation Proceeds and, if applicable, REO Revenues received with respect
     to such Pooled Mortgage Loan or REO Property, as the case may be, and then,
     out of such general collections on the Pooled Mortgage Loans and any REO
     Properties as are then on deposit in such Collection Account;

               (xii) to pay, subject to and in accordance with Section 3.11(i),
     out of such general collections on the Pooled Mortgage Loans and any
     related REO Properties as are then on deposit in such Collection Account,
     servicing expenses related to the Pooled Mortgage Loans and related REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer, which expenses would, if advanced, constitute Nonrecoverable
     Servicing Advances;

               (xiii) to pay, first out of amounts on deposit in such Collection
     Account that represent related Liquidation Proceeds, Insurance Proceeds
     and/or Condemnation Proceeds, if any, and then, out of such general
     collections on the Pooled Mortgage Loans and any related REO Properties as
     are then on deposit in such Collection Account, costs and expenses incurred
     by the Trust pursuant to Section 3.09(c) with respect to any Serviced
     Pooled Mortgage Loan or Administered REO Property as to which such Master
     Servicer is the applicable Master Servicer (other than the costs of
     environmental testing, which are to be covered by, and reimbursable as, a
     Servicing Advance);

               (xiv) to pay itself, the applicable Special Servicer, the
     Depositor, the Certificate Administrator, the Tax Administrator, the
     Trustee, the Fiscal Agent, or any of their respective directors, officers,
     members, managers, employees and agents, as the case may be, first out of
     amounts on deposit in such Collection Account that represent related
     Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if
     any, and then, out of such general collections on the Pooled Mortgage Loans
     and any REO Properties as are then on deposit in such Collection Account,
     any amounts payable to any such Person pursuant to Section 6.03, Section
     7.01(b), Section 8.05(b) or Section 8.13, as applicable, but only if and to
     the extent that such amounts relate to Pooled Mortgage Loans and/or REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer;

               (xv) to pay, first out of amounts on deposit in such Collection
     Account that represent related Liquidation Proceeds, Insurance Proceeds
     and/or Condemnation Proceeds, if any, and then, out of such general
     collections on the Pooled Mortgage Loans and any REO Properties as are then
     on deposit in such Collection Account, (A) any reasonable out-of-pocket
     cost or expense (including the reasonable fees of tax accountants and
     attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in
     connection with providing advice to the


                                     -113-
<PAGE>

     applicable Special Servicer with respect to any REO Property as to which
     such Master Servicer is the applicable Master Servicer, and (B) to the
     extent not otherwise advanced by such Master Servicer, any fees and/or
     expenses payable or reimbursable, as the case may be, in accordance with
     Section 3.18(c), to the applicable Master Servicer or the Trustee or an
     Independent third party for confirming, in accordance with such Section
     3.18(c), a Fair Value determination made with respect to any Specially
     Designated Defaulted Pooled Mortgage Loan as to which such Master Servicer
     is the applicable Master Servicer;

               (xvi) to pay itself, the applicable Special Servicer, the
     Certificate Administrator, the Trustee, the Fiscal Agent or the Depositor,
     as the case may be, any amount related to the Pooled Mortgage Loans and/or
     related REO Properties as to which such Master Servicer is the applicable
     Master Servicer, that is specifically required to be paid to such Person at
     the expense of the Trust Fund under any provision of this Agreement and to
     which reference is not made in any other clause of this Section 3.05(a), it
     being acknowledged that this clause (xvi) shall not be construed to modify
     any limitation otherwise set forth in this Agreement on the time at which
     any Person is entitled to payment or reimbursement of any amount or the
     funds from which any such payment or reimbursement is permitted to be made;

               (xvii) to pay itself, the applicable Special Servicer, any Pooled
     Mortgage Loan Seller, a Controlling Class Certificateholder, the Shell
     Plaza Non-Pooled Subordinate Noteholder or any other particular Person, as
     the case may be, with respect to any Pooled Mortgage Loan as to which such
     Master Servicer is the applicable Master Servicer and that was previously
     purchased or otherwise removed from the Trust Fund by such Person pursuant
     to or as contemplated by this Agreement, all amounts received on such
     Pooled Mortgage Loan subsequent to the date of purchase or other removal;

               (xviii) to pay to the applicable Pooled Mortgage Loan Seller any
     amounts on deposit in such Collection Account that represent Monthly
     Payments due on the respective Pooled Mortgage Loans on or before the
     Cut-off Date or, in the case of a Replacement Pooled Mortgage Loan, on or
     before the date on which such Replacement Pooled Mortgage Loan was added to
     the Trust Fund;

               (xix) in connection with the Non-Trust-Serviced Pooled Mortgage
     Loan, to pay, out of such general collections on the Pooled Mortgage Loans
     and REO Properties as are then on deposit in such Collection Account, to
     the related Non-Trust Master Servicer, the related Non-Trust Special
     Servicer and/or the holder of the related Non-Pooled Pari Passu Companion
     Loan, any amount reimbursable to such party by the holder of such
     Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the
     related Mortgage Loan Group Intercreditor Agreement;

               (xx) to transfer any Excess Liquidation Proceeds on deposit in
     such Collection Account to the Excess Liquidation Proceeds Account in
     accordance with Section 3.04(d);

               (xxi) to withdraw any amount and pay to the Person entitled
     thereto any amount deposited in such Collection Account in error; and

               (xxii) to clear and terminate such Collection Account at the
     termination of this Agreement pursuant to Section 9.01;

provided, however, that if any expense, cost, reimbursement or other amount
otherwise permitted to be withdrawn from a Collection Account pursuant to clause
(vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain
expenses), clause (xiii) (relating to certain environmental costs) or clause
(xiv) (relating to certain indemnification and similar expenses) relates to a
Mortgage Loan in a Serviced Mortgage Loan Group, then such payment shall be made
from amounts in the Shell Plaza Subordinate Note Custodial Account (if the Shell
Plaza Loan Group is the applicable Serviced Mortgage Loan Group) and then
(whether or not the Shell Plaza Loan Group is the applicable Serviced Mortgage
Loan Group) from other collections with respect to such Serviced Mortgage Loan
Group on deposit in the relevant Collection Account and any related Companion
Note Custodial Account(s) (withdrawals from those accounts to be made pro rata


                                     -114-
<PAGE>

according to the respective outstanding principal balances of the related Pooled
Mortgage Loan and Serviced Non-Pooled Pari Passu Companion Loan(s)), prior to
payment from funds in such Collection Account that are unrelated to such
Serviced Mortgage Loan Group.

          In addition, but subject to the succeeding paragraphs of this Section
3.05(a), if at any time a Master Servicer is entitled to make a payment,
reimbursement or remittance from its Collection Account, the payment,
reimbursement or remittance can be made from any funds on deposit in such
Collection Account (including pursuant to clause (vi) of the preceding
paragraph) and the amounts on deposit in such Collection Account (after
withdrawing any portion of such amounts deposited in such Collection Account in
error) are insufficient to satisfy such payment, reimbursement or remittance and
the amount on deposit in the other Master Servicer's Collection Account (after
withdrawing any portion of such amounts deposited in such Collection Account in
error) is sufficient to make such payment, reimbursement or remittance, then
such other Master Servicer shall withdraw funds from its Collection Account and
make such payment, reimbursement or remittance within three (3) Business Days
following a written request therefrom from the first Master Servicer, which
request is accompanied by an Officer's Certificate (1) either (x) setting forth
that the requesting Master Servicer, the applicable Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Administrator or another particular
Person, as applicable, is entitled to such payment, reimbursement or remittance
(and setting forth the nature and amount of such payment, reimbursement or
remittance and the party entitled thereto) or (y) forwarding a copy of any
Officer's Certificate or other information provided by the applicable Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Administrator or
another particular Person, as the case may be, that sets forth that such Person
is entitled to such payment, reimbursement or remittance (and the nature and
amount of such payment, reimbursement or remittance and the party entitled
thereto) and (2) setting forth that the requesting Master Servicer does not then
have on deposit in its Collection Account funds sufficient for such
reimbursement.

          If amounts on deposit in either Collection Account at any particular
time (after withdrawing any portion of such amounts deposited in such Collection
Account in error) are insufficient to satisfy all payments, reimbursements and
remittances to be made therefrom as set forth in clauses (ii) through (xx) of
the second preceding paragraph above, then the corresponding withdrawals from
such Collection Account shall be made in the following priority and subject to
the following rules: (x) 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; and (y) if the payment, reimbursement or
remittance can be made from any funds on deposit in such Collection Account,
then (following any withdrawals made from such Collection Account in accordance
with the immediately preceding clause (x) of this sentence) such payment,
reimbursement or remittance shall be made from the general funds remaining on
deposit in such Collection Account on a pro rata basis with any and all other
payments, reimbursements or remittances to be made from such general funds;
provided that any reimbursements of Advances in respect of any particular
Mortgage Loan or REO Property out of a Collection Account pursuant to any of
clauses (ii), (v) and (vi) of the first paragraph of this Section 3.05(a)(I),
and any payments of interest thereon out of a Collection Account pursuant to
either of clauses (vii) and (viii) of the first paragraph of this Section
3.05(a)(I), shall be made (to the extent of their respective entitlements to
such reimbursements and/or payments): first, to the Fiscal Agent; second, to the
Trustee; and third, pro rata, to the applicable Master Servicer and the
applicable Special Servicer.

          Each 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 its Collection Account pursuant to any of
clauses (ii) through (xx) of the first paragraph of this Section 3.05(a)(I).

          Each Master Servicer shall pay to the applicable Special Servicer from
such Master Servicer's Collection Account on each Master Servicer Remittance
Date amounts permitted to be paid to the applicable Special Servicer therefrom
based upon an Officer's Certificate received from such Special Servicer on the
first Business Day following the immediately preceding Determination Date,
describing the item and amount to which such Special Servicer is entitled. Each
Master Servicer may rely conclusively on any such certificate and shall have no
duty to re-calculate the amounts stated therein. Each Special Servicer shall
keep and maintain separate accounting for each Specially Serviced Mortgage


                                     -115-
<PAGE>

Loan and REO Property as to which it is the applicable Special Servicer, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request thereby for withdrawal from a Collection Account.

          Subsection (II). The provisions of this subsection (II) of this
Section 3.05(a) shall apply notwithstanding any contrary provision of subsection
(I) of this Section 3.05(a):

               (i) Identification of Workout-Delayed Reimbursement Amounts: If
     any Advance made with respect to any Mortgage Loan on or before the date on
     which such Mortgage Loan becomes (or, but for the making of three monthly
     payments under its modified terms, would then constitute) a Corrected
     Mortgage Loan, together with (to the extent theretofore accrued and unpaid)
     Advance Interest thereon, is not pursuant to the operation of the
     provisions of Section 3.05(a)(I) reimbursed to the Person who made such
     Advance on or before the date, if any, on which such Mortgage Loan becomes
     a Corrected Mortgage Loan (or, but for the making of three monthly payments
     under its modified terms, would constitute a Corrected Mortgage Loan), such
     Advance, together with such Advance Interest, shall constitute a
     "Workout-Delayed Reimbursement Amount" to the extent that such amount has
     not been determined to constitute a Nonrecoverable Advance. All references
     herein to "Workout-Delayed Reimbursement Amount" shall be construed always
     to mean the related Advance and (to the extent theretofore accrued and
     unpaid) any Advance Interest thereon, together with (to the extent it
     remains unpaid) any further Advance Interest that accrues on the
     unreimbursed portion of such Advance from time to time in accordance with
     the other provisions of this Agreement. That any amount constitutes all or
     a portion of any Workout-Delayed Reimbursement Amount shall not in any
     manner limit the right of any Person hereunder to determine that such
     amount instead constitutes a Nonrecoverable Advance.

               (ii) General Relationship of Provisions. Subsection (iii) below
     (subject to the terms, conditions and limitations thereof) sets forth the
     terms of and conditions to the right of a Person to be reimbursed for any
     Workout-Delayed Reimbursement Amount to the extent that such Person is not
     otherwise entitled to reimbursement and payment of such Workout-Delayed
     Reimbursement Amount pursuant to the operation of Section 3.05(a)(I) above
     (construed without regard to the reference therein to this subsection
     except that it is nonetheless hereby acknowledged that, for purposes of
     "Late Collections" in subsection 3.05(a)(I), funds received on the related
     Mortgage Loan shall be applied in accordance with the terms of the
     applicable modification even though such application may result in an
     Advance continuing to be outstanding when the Borrower is current in its
     payments under the terms of the Mortgage Loan as modified). Subsection (iv)
     below (subject to the terms, conditions and limitations thereof) authorizes
     the Master Servicer, under certain circumstances, to abstain from
     reimbursing itself (or, if applicable, the Trustee or the Fiscal Agent to
     abstain from obtaining reimbursement) for Nonrecoverable Advances at its
     sole option. Upon any determination that all or any portion of a
     Workout-Delayed Reimbursement Amount constitutes a Nonrecoverable Advance,
     then the reimbursement or payment of such amount (and any further Advance
     Interest that may accrue thereon) shall cease to be subject to the
     operation of subsection (iii) below, such amount (and further Advance
     Interest) shall be as fully payable and reimbursable to the relevant Person
     as would any other Nonrecoverable Advance (and Advance Interest thereon)
     and, as a Nonrecoverable Advance, such amount may become the subject of a
     Master Servicer's (or, if applicable, the Trustee's or the Fiscal Agent's)
     exercise of its sole option authorized by subsection (iv) below.

               (iii) Reimbursements of Workout-Delayed Reimbursement Amounts:
     The applicable Master Servicer, the applicable Special Servicer, the
     Trustee and the Fiscal Agent, as applicable, shall be entitled to
     reimbursement and payment (and, notwithstanding any contrary provision of
     subsection (I) above, shall be entitled to withdraw and pay to itself the
     amount of such reimbursement and payment) for all Workout-Delayed
     Reimbursement Amounts in each Collection Period (and it is again hereby
     acknowledged that, for purposes of "Late Collections" in subsection
     3.05(a)(I), funds received on the related Mortgage Loan shall be applied in
     accordance with the terms of the applicable modification even though such
     application may result in an Advance continuing to be outstanding when the
     Borrower is current in its payments under the terms of the Mortgage Loan as
     modified); provided, however, that the aggregate amount (for all such
     Persons collectively) of such reimbursements and payments from amounts
     advanced or collected on the Mortgage Pool in such Collection


                                     -116-
<PAGE>

     Period shall not exceed (and the reimbursement and payment shall be made
     from) the aggregate principal portions of P&I Advances and principal
     collections and recoveries on the Mortgage Pool for such Collection Period
     contemplated by clauses (i) through (v) of the definition of "Unadjusted
     Principal Distribution Amount", net of the aggregate deduction amounts for
     (x) Special Servicing Fees, Liquidation Fees and/or Advance Interest with
     respect to Pooled Mortgage Loans or REO Properties that were paid hereunder
     from a source other than related Default Charges during the related
     Collection Period, as described by clause (II)(A) of the definition of
     "Principal Distribution Amount", and (y) Nonrecoverable Advances (and
     accrued and unpaid Advance Interest thereon) that were reimbursed or paid
     during the related Collection Period from principal collections on the
     Mortgage Pool, as described by clause (II)(C) of the definition of
     "Principal Distribution Amount" and pursuant to subsection (iv) of this
     Section 3.05(a)(II). As and to the extent provided in clause (II)(B) of the
     definition thereof, the Principal Distribution Amount for the Distribution
     Date related to such Collection Period shall be reduced to the extent that
     such payment or reimbursement of a Workout-Delayed Reimbursement Amount is
     made from aggregate principal collections pursuant to the preceding
     sentence.

               Any collections (as applied under Section 1.03) received on or in
     respect of the Pooled Mortgage Loans during a Collection Period that, in
     each case, represents a delinquent amount as to which an Advance had been
     made, which Advance was previously reimbursed during the Collection Period
     for a prior Distribution Date as part of a Workout-Delayed Reimbursement
     Amount, shall be added to and constitute a part of the Principal
     Distribution Amount for the related Distribution Date (pursuant to clause
     (I)(B) of the definition of "Principal Distribution Amount") to the extent
     of all Workout-Delayed Reimbursement Amounts on or in respect of such
     respective Mortgage Loan that were reimbursed from collections of principal
     on the Mortgage Pool in all prior Collection Periods pursuant to the
     preceding paragraph.

               The Certificate Administrator (and, with respect to Advances made
     by a Master Servicer, the Trustee and the Fiscal Agent) shall be entitled
     to rely conclusively upon any direction or notice received from either
     Master Servicer in connection with any determination made by such Master
     Servicer pursuant to the foregoing provisions of this Section
     3.05(a)(II)(iii) and shall not be obligated to independently verify,
     monitor or oversee any such determination.

               (iv) Sole Option to Abstain from Reimbursements of Certain
     Nonrecoverable Advances. To the extent that Section 3.05(a)(I) (as
     construed without regard to this subsection (iv)) otherwise entitles a
     Master Servicer, a Special Servicer, the Trustee or the Fiscal Agent to
     reimbursement for any Nonrecoverable Advance (or payment of Advance
     Interest thereon from a source other than Default Charges on the related
     Mortgage Loan) during any Collection Period, then, notwithstanding any
     contrary provision of subsection (I) above, (a) to the extent that one or
     more such reimbursements and payments of Nonrecoverable Advances (and such
     Advance Interest thereon) are made, they shall be made, first, from the
     aggregate principal portions of P&I Advances and principal collections and
     recoveries on the Mortgage Pool for such Collection Period contemplated by
     clauses (i) through (v) of the definition of "Unadjusted Principal
     Distribution Amount", net of the aggregate deduction amounts for Special
     Servicing Fees, Liquidation Fees and/or Advance Interest with respect to
     Pooled Mortgage Loans or REO Properties that were paid hereunder from a
     source other than related Default Charges during the related Collection
     Period, as described by clause (II)(A) of the definition of "Principal
     Distribution Amount", and then from other amounts advanced or collected on
     the Mortgage Pool for such Collection Period; provided that, except in
     extraordinary circumstances, the Master Servicer, Special Servicer, Trustee
     or Fiscal Agent, as applicable, shall provide Moody's with at least 15 days
     notice before any reimbursement shall be made of a Nonrecoverable Advance
     (or payment of Advance Interest thereon from a source other than Default
     Charges on the related Mortgage Loan) from such other amounts advanced or
     collected on the Mortgage Pool for such Collection Period, and (b) if and
     to the extent that the amount of such a Nonrecoverable Advance (and Advance
     Interest thereon), together with all Nonrecoverable Advances (and Advance
     Interest thereon) theretofore reimbursed during such Collection Period,
     would exceed the aggregate principal portions of P&I Advances and principal
     collections and recoveries on the Mortgage Pool for such Collection Period
     contemplated by clauses (i) through (v) of the definition of "Unadjusted
     Principal Distribution Amount", net of the aggregate deduction


                                     -117-
<PAGE>

     amounts for such Special Servicing Fees, Liquidation Fees and/or Advance
     Interest described by clause (II)(A) of the definition of "Principal
     Distribution Amount", such Master Servicer, such Special Servicer, the
     Trustee and/or the Fiscal Agent, as applicable, if it made the relevant
     Advance) is hereby authorized (but shall not be construed to have any
     obligation whatsoever), if it elects at its sole option, to abstain from
     reimbursing itself or obtaining reimbursement (notwithstanding that it is
     entitled to such reimbursement) during that Collection Period for all or a
     portion of such Nonrecoverable Advance (and Advance Interest thereon),
     provided that the aggregate amount that is the subject of the exercise of
     such option with respect to all Nonrecoverable Advances (and Advance
     Interest thereon) with respect to all Mortgage Loans for any particular
     Collection Period is less than or equal to such excess described above in
     this clause (b). If a Master Servicer (or the Trustee or the Fiscal Agent,
     as applicable) makes such an election at its sole option to defer
     reimbursement with respect to all or a portion of a Nonrecoverable Advance
     (and Advance Interest thereon), then such Nonrecoverable Advance (and
     Advance Interest thereon) or portion thereof shall continue to be fully
     reimbursable in any subsequent Collection Period. In connection with a
     potential election by a Master Servicer (or the Trustee or the Fiscal
     Agent, as applicable) to abstain from the reimbursement of a particular
     Nonrecoverable Advance or portion thereof during the Collection Period for
     any Distribution Date, each Master Servicer (or the Trustee or the Fiscal
     Agent, as applicable) shall further be authorized to wait for principal
     collections to be received before making its determination of whether to
     abstain from the reimbursement of a particular Nonrecoverable Advance or
     portion thereof.

               Any collections (as applied under Section 1.03) received on the
     Pooled Mortgage Loans during a Collection Period that, in each case,
     represents a recovery of an amount determined in a prior Collection Period
     to have been a Nonrecoverable Advance shall be added to and constitute a
     part of the Principal Distribution Amount for the related Distribution Date
     (pursuant to clause (I)(C) of the definition of "Principal Distribution
     Amount") to the extent of all Nonrecoverable Advances on such respective
     Mortgage Loan that were reimbursed from collections of principal on the
     Mortgage Pool in all prior Collection Periods pursuant to the preceding
     paragraph.

               None of the Master Servicer, the Trustee or the Fiscal Agent
     shall have any liability whatsoever for making an election, or refraining
     from making an election, that is authorized under this subsection (II)(iv).
     The foregoing shall not, however, be construed to limit any liability that
     may otherwise be imposed on such Person for any failure by such Person to
     comply with the conditions to making such an election under this subsection
     (II)(iv) or to comply with the terms of this subsection (II)(iv) and the
     other provisions of this Agreement that apply once such an election, if
     any, has been made.

               Any election by a Master Servicer (or the Trustee or the Fiscal
     Agent, as applicable) to abstain from reimbursing itself for any
     Nonrecoverable Advance (and Advance Interest thereon) or portion thereof
     with respect to any Collection Period shall not be construed to impose on
     such Master Servicer (or the Trustee or the Fiscal Agent, as applicable)
     any obligation to make such an election (or any entitlement in favor of any
     Certificateholder or any other Person to such an election) with respect to
     any subsequent Collection Period or to constitute a waiver or limitation on
     the right of such Master Servicer (or the Trustee or the Fiscal Agent, as
     applicable) to otherwise be reimbursed for such Nonrecoverable Advance (and
     Advance Interest thereon). Any such election by one of the Master
     Servicers, the Trustee or the Fiscal Agent shall not be construed to impose
     any duty on any other such party to make such an election (or any
     entitlement in favor of any Certificateholder or any other Person to such
     an election). Any such election by any such party to abstain from
     reimbursing itself or obtaining reimbursement for any Nonrecoverable
     Advance or portion thereof with respect to any one or more Collection
     Periods shall not limit the accrual of Advance Interest on such
     Nonrecoverable Advance for the period prior to the actual reimbursement of
     such Nonrecoverable Advance. None of the Master Servicers, the Trustee, the
     Fiscal Agent or the other parties to this Agreement shall have any
     liability to one another or to any of the Certificateholders or any of the
     Non-Pooled Noteholders for any such election that such party makes as
     contemplated by this subsection or for any losses, damages or other adverse
     economic or other effects that may arise from such an election. The
     foregoing statements in this paragraph shall not limit the generality of
     the statements made in the immediately preceding paragraph.

                                     -118-
<PAGE>

               The Certificate Administrator (and, with respect to Advances made
     by a Master Servicer, the Trustee and the Fiscal Agent) shall be entitled
     to rely conclusively upon any direction or notice received from either
     Master Servicer in connection with any determination made by such Master
     Servicer pursuant to the foregoing provisions of this Section
     3.05(a)(II)(iv) and shall not be obligated to independently verify, monitor
     or oversee any such determination.

               (xxiii) Deferral is Not Subordination. No determination by a
     Master Servicer (or the Trustee or the Fiscal Agent, as applicable) to
     exercise its sole option to defer the reimbursement of Advances and/or
     Advance Interest under subsection (iv) shall be construed as an agreement
     by such Master Servicer (or the Trustee or the Fiscal Agent, as applicable)
     to subordinate (in respect of realizing losses), to any Class of
     Certificates, such party's right to such reimbursement during such period
     of deferral.

          (b) The Certificate Administrator shall, from time to time, make
withdrawals from the Distribution Account for each 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 transfer Interest Reserve Amounts in respect of the
     Interest Reserve Loans to the Interest Reserve Account as and when required
     by Section 3.04(c);

               (iii) to pay itself, the Tax Administrator, either Master
     Servicer, either Special Servicer, the Depositor, the Trustee, the Fiscal
     Agent or any of their respective directors, officers, members, managers,
     employees and agents, as the case may be, any amounts payable to any such
     Person pursuant to Section 6.03, Section 7.01(b), Section 8.05 or Section
     8.13, as applicable, if and to the extent such amounts are not payable out
     of a Collection Account pursuant to Section 3.05;

               (iv) to pay any and all federal, state and local taxes imposed on
     any REMIC Pool or on the assets or transactions of any REMIC Pool, together
     with all incidental costs and expenses, and any and all expenses relating
     to tax audits, if and to the extent that either (A) none of the parties
     hereto are liable therefor pursuant to Section 10.01(b) and/or Section
     10.01(f) or (B) any such Person that may be so liable has failed to timely
     make the required payment;

               (v) to pay for the cost of the Opinions of Counsel as
     contemplated by Section 11.01(a) or Section 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;

               (vi) to pay itself Net Investment Earnings earned on funds in the
     Distribution Account for each Collection Period;

               (vii) to pay for the cost of recording this Agreement pursuant to
     Section 11.02(a);

               (viii) to pay to any party hereto any amounts deposited or
     remitted by such Person for deposit into the Distribution Account in error;
     and

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

          (c) On the Master Servicer Remittance Date in March of each year
(commencing in March 2005), and in any event on the Master Servicer Remittance
Date that occurs in the same calendar month as the Final Distribution Date, the
Certificate Administrator shall withdraw from the Interest Reserve Account and
deposit in the Distribution


                                     -119-
<PAGE>

Account all Interest Reserve Amounts in respect of the Interest Reserve Loans
then on deposit in the Interest Reserve Account. In addition, the Certificate
Administrator shall, from time to time, make withdrawals from the Interest
Reserve Account to pay itself interest or other income earned on deposits in the
Interest Reserve Account, in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to the Interest
Reserve Account for each Collection Period).

          (d) On the Business Day prior to each Distribution Date, the
Certificate Administrator shall withdraw from the Excess Liquidation Proceeds
Account and deposit in the Distribution Account, for distribution on such
Distribution Date, an amount equal to the lesser of (i) the entire amount of
Excess Liquidation Proceeds, if any, then on deposit in the Excess Liquidation
Proceeds Account and (ii) the excess, if any, of the aggregate amount
distributable on such Distribution Date pursuant to Section 4.01(a), over the
Available Distribution Amount for such Distribution Date (calculated without
regard to such transfer from the Excess Liquidation Proceeds Account to the
Distribution Account); provided that on the Business Day prior to the Final
Distribution Date, the Certificate Administrator shall withdraw from the Excess
Liquidation Proceeds Account and deposit in the Distribution Account, for
distribution on such Distribution Date, any and all Excess Liquidation Proceeds
then on deposit in the Excess Liquidation Proceeds Account. In addition, the
Certificate Administrator shall, from time to time, make withdrawals from the
Excess Liquidation Proceeds Account to pay itself interest or other income
earned on deposits in the Excess Liquidation Proceeds Account, in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if
any, with respect to the Excess Liquidation Proceeds Account for each Collection
Period).

          (e) The Certificate Administrator, the Trustee, the Fiscal Agent, the
Depositor, each Master Servicer and the Special Servicer, as applicable, shall
in all cases have a right prior to the Certificateholders to any particular
funds on deposit in the Collection Accounts and the Distribution Account from
time to time for the reimbursement or payment of compensation, Advances (with
interest thereon at the Reimbursement Rate) and their respective expenses
hereunder, but only if and to the extent such compensation, Advances (with
interest) and expenses are to be reimbursed or paid from such particular funds
on deposit in such Collection Account or the Distribution Account pursuant to
the express terms of this Agreement.

          (f) The applicable Master Servicer may, from time to time, make
withdrawals from each Companion Note Custodial Account for any of the following
purposes (the order set forth below not constituting an order of priority for
such withdrawals):

               (i) to remit to the applicable Serviced Non-Pooled Pari Passu
     Companion Noteholder the amounts to which the applicable Serviced
     Non-Pooled Pari Passu Companion Noteholder is entitled in accordance with
     the last paragraph of this Section 3.05(g), as and when required by such
     paragraph;

               (ii) to pay to itself earned and unpaid Master Servicing Fees in
     respect of the related Serviced Non-Pooled Pari Passu Companion Loan or any
     successor REO Mortgage Loan with respect thereto;

               (iii) to pay to the applicable Special Servicer earned and unpaid
     Special Servicing Fees in respect of the related Serviced Non-Pooled Pari
     Passu Companion Loan or any successor REO Mortgage Loan with respect
     thereto;

               (iv) to pay the applicable Special Servicer (or, if applicable,
     any predecessor thereto) earned and unpaid Workout Fees and Liquidation
     Fees to which it is entitled with respect to the related Serviced
     Non-Pooled Pari Passu Companion Loan or any successor REO Mortgage Loan
     with respect thereto pursuant to, and from the sources contemplated by, the
     second and third paragraphs of Section 3.11(c);

               (v) to pay the Special Servicer (or, if applicable, any
     predecessor thereto) any earned and unpaid Workout Fees and Liquidation
     Fees to which it is entitled with respect to the related Serviced
     Non-Pooled Pari Passu Companion Loan or any successor REO Mortgage Loan
     with respect thereto, but which is payable out of amounts collected on or
     with respect to the related Serviced Non-Pooled Pari Passu Companion Loan
     or any


                                     -120-
<PAGE>

     successor REO Mortgage Loan with respect thereto, pursuant to the second
     and third paragraphs of Section 3.11(c);

               (vi) to reimburse itself, the Special Servicer, the Trustee or
     the Fiscal Agent, as applicable, for any unreimbursed Servicing Advances
     made thereby (in each case, with its own funds) with respect to the related
     Serviced Mortgage Loan Group or any related REO Property (but only to the
     extent that either amounts are on deposit in the Collection Account and
     such Companion Note Custodial Account collectively that represent
     collections of amounts that were the subject of such Servicing Advances or
     such Servicing Advances have been determined to constitute Nonrecoverable
     Advances);

               (vii) to pay itself, the Special Servicer, the Trustee or the
     Fiscal Agent, as applicable, any Advance Interest then due and owing to
     such Person with respect to any Servicing Advance made by such Person (out
     of its own funds) with respect to the related Serviced Mortgage Loan Group
     or any successor REO Mortgage Loan with respect thereto (but only to the
     extent that the related Advance has been or is being reimbursed and the
     related Default Charges available therefor are not sufficient to make such
     payment of Advance Interest);

               (viii) to pay itself any items of Additional Master Servicing
     Compensation, and to pay to the Special Servicer any items of Additional
     Special Servicing Compensation, in each case on deposit in such Companion
     Note Custodial Account from time to time;

               (ix) to pay any unpaid Liquidation Expenses incurred with respect
     to the related Serviced Mortgage Loan Group or any related REO Property
     (but only to the extent that amounts specifically allocable to such purpose
     have not been deposited in the applicable Collection Account;

               (x) to pay, in accordance with Section 3.11(i), certain servicing
     expenses with respect to the related Serviced Mortgage Loan Group or any
     related REO Property, which expenses would, if advanced, constitute
     Nonrecoverable Servicing Advances (but only to the extent that amounts
     specifically allocable to such purpose have not been deposited in the
     applicable Collection Account);

               (xi) to pay any costs and expenses incurred by the Trust pursuant
     to Section 3.09(c) (other than the costs of environmental testing, which
     are to be covered by, and reimbursable as, a Servicing Advance) with
     respect to the related Serviced Mortgage Loan Group or any related REO
     Property (but only to the extent that amounts specifically allocable to
     such purpose have not been deposited in the applicable Collection Account);

               (xii) to pay itself, the Special Servicer, the Depositor, the
     Trustee, the Fiscal Agent, or any of their respective directors, officers,
     members, managers, employees and agents, as the case may be, any amounts
     payable to any such Person pursuant to Section 6.03, Section 7.01(b),
     Section 8.05(b), or Section 8.13, as applicable, in connection with the
     related Serviced Mortgage Loan Group or any related REO Property (but only
     to the extent that amounts specifically allocable to such purpose have not
     been deposited in the applicable Collection Account);

               (xiii) to pay to itself, the Special Servicer, the Trustee, the
     Fiscal Agent or the Depositor, as the case may be, any amount specifically
     required to be paid to such Person at the expense of the related Serviced
     Pari Passu Companion Noteholder under any provision of this Agreement or
     the related Mortgage Loan Group Intercreditor Agreement to which reference
     is not made in any other clause of this Section 3.05(f), it being
     acknowledged that this clause (xiii) shall not be construed to modify any
     limitation otherwise set forth in this Agreement on the time at which any
     Person is entitled to payment or reimbursement of any amount or the funds
     from which any such payment or reimbursement is permitted to be made;

               (xiv) to withdraw any amount and pay to the Person entitled
     thereto any amount deposited in such Companion Note Custodial Account in
     error; and

                                     -121-
<PAGE>

               (xv) to clear and terminate such Companion Note Custodial Account
     at the termination of this Agreement pursuant to Section 9.01 or at such
     time as the related Serviced Mortgage Loan Group or any related REO
     Property is no longer serviced hereunder;

provided, however, that in connection with any expense, cost, reimbursement or
other amount otherwise permitted to be withdrawn from a Companion Note Custodial
Account pursuant to clause (vi) (relating to Servicing Advances), clause (vii)
(relating to Advance Interest on Servicing Advances), clause (ix) (relating to
Liquidation Expenses), clause (x) (relating to Nonrecoverable Servicing
Advances), clause (xi) (relating to certain environmental expenses) or clause
(xii) (relating to certain indemnification and similar expenses), such payment
shall be made from collections with respect to the related Serviced Mortgage
Loan Group on deposit in the relevant Collection Account and all related
Companion Note Custodial Account(s) (withdrawals from those accounts to be made
pro rata according to the respective outstanding principal balances of the
related Pooled Mortgage Loan and Serviced Non-Pooled Pari Passu Companion
Loan(s)).

          Notwithstanding any contrary provision above, any reimbursements of
Servicing Advances out of such Companion Note Custodial Account shall be made
(to the extent of their respective entitlements to such reimbursements and/or
payments): first, to the Fiscal Agent; second, to the Trustee; third, to the
applicable Special Servicer; and fourth, to the applicable Master Servicer.

          The applicable Master Servicer shall pay to the applicable Special
Servicer from the related Companion Note Custodial Account amounts permitted to
be paid to the applicable Special Servicer therefrom in respect of Special
Servicing Fees, Workout Fees or otherwise, such payment (other than a payment of
Special Servicing Fees and other than a payment of Workout Fees arising from
collections other than the initial collection on a Corrected Mortgage Loan) to
be based upon a written statement received promptly upon receipt of a written
statement of the applicable Special Servicer describing the item and amount to
which the Special Servicer is entitled. The applicable Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein.

          The Trustee, the Fiscal Agent, the Depositor, the applicable Master
Servicer and the applicable Special Servicer shall in all cases have a right
prior to the related Serviced Non-Pooled Pari Passu Companion Noteholder to any
particular funds on deposit in a Companion Note Custodial Account from time to
time for the reimbursement or payment of compensation, Servicing Advances and
their respective expenses hereunder, but only if and to the extent such
compensation, Servicing Advances and expenses are to be reimbursed or paid from
such funds on deposit in such Companion Note Custodial Account pursuant to the
express terms of this Agreement and/or the related Mortgage Loan Group
Intercreditor Agreement.

          The applicable Master Servicer shall withdraw from each Companion Note
Custodial Account and pay to the related Serviced Pari Passu Companion
Noteholder (in accordance with such Person's written instructions) all amounts
received on or with respect to the related Serviced Non-Pooled Pari Passu
Companion Loan or any successor REO Mortgage Loan with respect thereto that are
deposited in such Companion Note Custodial Account (exclusive of any portion of
those amounts which the applicable Master Servicer has actual knowledge are then
payable or reimbursable to any Person pursuant to any of clauses (ii) through
(xiii) of the first paragraph of this Section 3.05(f)) on the Master Servicer
Remittance Date immediately following the Collection Period in which such
amounts were deposited into such Companion Note Custodial Account.

          (g) The applicable Master Servicer may, from time to time, make
withdrawals from the Shell Plaza Subordinate Note Custodial Account for any of
the following purposes (the order set forth below not constituting an order of
priority for such withdrawals):

               (i) to remit to the Shell Plaza Non-Pooled Subordinate Noteholder
     the amounts to which the Shell Plaza Non-Pooled Subordinate Noteholder is
     entitled in accordance with the last paragraph of this Section 3.05(f), as
     and when required by such paragraph;

                                     -122-
<PAGE>

               (ii) to pay to itself earned and unpaid Master Servicing Fees in
     respect of the Shell Plaza Non-Pooled Subordinate Loan or any successor REO
     Mortgage Loan with respect thereto;

               (iii) to pay to the Shell Plaza Special Servicer earned and
     unpaid Special Servicing Fees in respect of the Shell Plaza Loan Group or
     any successor REO Mortgage Loans with respect thereto;

               (iv) to pay the Shell Plaza Special Servicer (or, if applicable,
     any predecessor thereto) earned and unpaid Workout Fees and Liquidation
     Fees to which it is entitled with respect to the Shell Plaza Non-Pooled
     Subordinate Loan or any successor REO Mortgage Loan with respect thereto
     pursuant to, and from the sources contemplated by, the second and third
     paragraphs of Section 3.11(c);

               (v) to pay the Shell Plaza Special Servicer (or, if applicable,
     any predecessor thereto) any earned and unpaid Workout Fees and Liquidation
     Fees to which it is entitled with respect to the Shell Plaza Pooled
     Mortgage Loan (or any related successor REO Mortgage Loan with respect
     thereto), but which is payable out of amounts collected on or with respect
     to the Shell Plaza Non-Pooled Subordinate Loan or any successor REO
     Mortgage Loan with respect thereto, pursuant to the second and third
     paragraphs of Section 3.11(c);

               (vi) to reimburse itself, the Shell Plaza Special Servicer, the
     Trustee or the Fiscal Agent, as applicable, for any unreimbursed Servicing
     Advances made thereby (in each case, with its own funds) with respect to
     the Shell Plaza Loan Group or any related REO Property (but only to the
     extent that amounts specifically allocable to such purpose have not been
     deposited in the applicable Collection Account);

               (vii) to pay itself, the Shell Plaza Special Servicer, the
     Trustee or the Fiscal Agent, as applicable, any Advance Interest then due
     and owing to such Person with respect to any Servicing Advance made by such
     Person (out of its own funds) with respect to the related Mortgage Loan
     Group or any related REO Property;

               (viii) to pay itself any items of Additional Master Servicing
     Compensation, and to pay to the Shell Plaza Special Servicer any items of
     Additional Special Servicing Compensation, in each case on deposit in the
     Shell Plaza Subordinate Note Custodial Account from time to time;

               (ix) to pay any unpaid Liquidation Expenses incurred with respect
     to the Shell Plaza Loan Group or any related REO Property (but only to the
     extent that amounts specifically allocable to such purpose have not been
     deposited in the applicable Collection Account);

               (x) to pay, in accordance with Section 3.11(i), certain servicing
     expenses with respect to the Shell Plaza Loan Group or any related REO
     Property, which expenses would, if advanced, constitute Nonrecoverable
     Servicing Advances (but only to the extent that amounts specifically
     allocable to such purpose have not been deposited in the applicable
     Collection Account);

               (xi) to pay any costs and expenses incurred pursuant to Section
     3.09(c) (other than the costs of environmental testing, which are to be
     covered by, and reimbursable as, a Servicing Advance) with respect to the
     Shell Plaza Loan Group or any related REO Property (but only to the extent
     that amounts specifically allocable to such purpose have not been deposited
     in the applicable Collection Account);

               (xii) to pay itself, the Shell Plaza Special Servicer, the
     Depositor, the Trustee, the Fiscal Agent, or any of their respective
     directors, officers, members, managers, employees and agents, as the case
     may be, any amounts payable to any such Person pursuant to Section 6.03,
     Section 7.01(b), Section 8.05(b), or Section 8.13, as applicable, in
     connection with the Shell Plaza Loan Group or any related REO Property (but
     only to the extent that amounts specifically allocable to such purpose have
     not been deposited in the applicable Collection Account);


                                     -123-
<PAGE>

               (xiii) to pay to itself, the Shell Plaza Special Servicer, the
     Trustee, the Fiscal Agent or the Depositor, as the case may be, any amount
     specifically required to be paid to such Person at the expense of the Shell
     Plaza Non-Pooled Subordinate Noteholder under any provision of this
     Agreement or the Shell Plaza Intercreditor Agreement to which reference is
     not made in any other clause of this Section 3.05(f), it being acknowledged
     that this clause (xiii) shall not be construed to modify any limitation
     otherwise set forth in this Agreement on the time at which any Person is
     entitled to payment or reimbursement of any amount or the funds from which
     any such payment or reimbursement is permitted to be made;

               (xiv) to withdraw any amount and pay to the Person entitled
     thereto any amount deposited in the Shell Plaza Subordinate Note Custodial
     Account in error; and

               (xv) to clear and terminate the Shell Plaza Subordinate Note
     Custodial Account at the termination of this Agreement pursuant to Section
     9.01 or at such time as the Shell Plaza Loan Group or any related REO
     Property is no longer serviced hereunder.

          If amounts on deposit in the Shell Plaza Subordinate Note Custodial
Account at any particular time (after withdrawing any portion of such amounts
deposited in the Shell Plaza Subordinate Note Custodial Account in error) are
insufficient to satisfy all payments, reimbursements and remittances to be made
therefrom as set forth in clauses (ii) through (xiii) above, then, subject to
the provisions of the Shell Plaza Intercreditor Agreement, any such payment,
reimbursement or remittance shall be made from the funds on deposit in the Shell
Plaza Subordinate Note Custodial Account on a pro rata basis with any and all
other payments, reimbursements or remittances to be made from such funds;
provided that any reimbursements of Servicing Advances out of the Shell Plaza
Subordinate Note Custodial Account, and any payments of interest thereon out of
the Shell Plaza Subordinate Note Custodial Account, shall be made (to the extent
of their respective entitlements to such reimbursements and/or payments): first,
to the Fiscal Agent; second, to the Trustee; and third, pro rata, to the
applicable Master Servicer and the Shell Plaza Special Servicer.

          The applicable Master Servicer shall pay to the Shell Plaza Special
Servicer from the Shell Plaza Subordinate Note Custodial Account amounts
permitted to be paid to it therefrom promptly upon receipt of a certificate of a
Servicing Officer of the Shell Plaza Special Servicer describing the item and
amount to which the Shell Plaza Special Servicer is entitled. The applicable
Master Servicer may rely conclusively on any such certificate and shall have no
duty to re-calculate the amounts stated therein.

          The Trustee, the Fiscal Agent, the Depositor, the applicable Master
Servicer and the Shell Plaza Special Servicer shall in all cases have a right
prior to the Shell Plaza Non-Pooled Subordinate Noteholder to any particular
funds on deposit in the Shell Plaza Subordinate Note Custodial Account from time
to time for the reimbursement or payment of compensation, Servicing Advances
(with interest thereon at the Reimbursement Rate) and their respective expenses
hereunder, but only if and to the extent such compensation, Servicing Advances
(with interest) and expenses are to be reimbursed or paid from such funds on
deposit in the Shell Plaza Subordinate Note Custodial Account pursuant to the
express terms of this Agreement and/or the related Mortgage Loan Group
Intercreditor Agreement.

          The applicable Master Servicer shall withdraw from the Shell Plaza
Subordinate Note Custodial Account and pay to the Shell Plaza Non-Pooled
Subordinate Noteholder (in accordance with such Person's written instructions)
all amounts received on or with respect to the Shell Plaza Non-Pooled
Subordinate Loan or any successor REO Mortgage Loan with respect thereto that
are deposited in the Shell Plaza Subordinate Note Custodial Account (exclusive
of any portion of those amounts which the applicable Master Servicer has actual
knowledge are then payable or reimbursable to any Person pursuant to any of
clauses (ii) through (xiii) of the first paragraph of this Section 3.05(g)) on
the next Business Day following the deposit thereof into the Shell Plaza
Subordinate Note Custodial Account, to the extent such amounts represent
collections of Monthly Payments received from the Shell Plaza Borrower in the
absence of a Borrower default and, otherwise, on the Master Servicer Remittance
Date immediately following the Collection Period in which such amounts were
deposited into the Shell Plaza Subordinate Note Custodial Account.

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          SECTION 3.06. Investment of Funds in the Accounts.

          (a) Each applicable Master Servicer may direct (pursuant to a standing
order or otherwise) any depositary institution (including the Certificate
Administrator) that holds its Collection Account or any Companion Note Custodial
Account, the Shell Plaza Subordinate Note Custodial Account, Servicing Account
or Reserve Account maintained by it, the applicable Special Servicer may direct
(pursuant to a standing order or otherwise) any depositary institution
(including the Certificate Administrator) that holds the REO Account, and the
Certificate Administrator may direct (pursuant to a standing order or otherwise)
any depositary institution that holds the Distribution Account, the Interest
Reserve Account or the Excess Liquidation Proceeds Account to invest, or if any
of the Master Servicers, the Special Servicers or the Certificate Administrator,
as appropriate, is such depositary institution, such Master Servicer, such
Special Servicer or the Certificate Administrator, as the case may be, may
invest itself, the funds held therein in (but only 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
Investment Account pursuant to this Agreement or the related Mortgage Loan
Documents, as applicable, or with respect to Permitted Investments of funds held
in the Distribution Account, no later than 11:00 a.m., New York City time, on
the next succeeding Distribution Date; provided that any such investment of
funds in any Servicing Account or Reserve Account shall be subject to applicable
law and the terms of the related Mortgage Loan Documents; and provided, further,
that the funds in any Investment Account shall remain uninvested unless and
until the applicable Master Servicer, the applicable Special Servicer or the
Certificate Administrator, as appropriate, gives timely investment instructions
with respect thereto pursuant to or as contemplated by this Section 3.06. All
such Permitted Investments shall be held to maturity, unless payable on demand.
Any investment of funds in an Investment Account shall be made in the name of
the Trustee (in its capacity as such). Each applicable Master Servicer (with
respect to Permitted Investments of amounts in its Collection Account or any
Companion Note Custodial Account, the Shell Plaza Subordinate Note Custodial
Account, Servicing Account or Reserve Account maintained by it), the applicable
Special Servicer (with respect to Permitted Investments of amounts in the REO
Account), and the Certificate Administrator (with respect to Permitted
Investments of amounts in the Distribution Account, the Interest Reserve Account
or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee,
shall (and Trustee hereby designates the applicable Master Servicer, the
applicable Special Servicer or the Certificate Administrator, as the case may
be, as the Person that shall) (i) be the "entitlement holder" of any Permitted
Investment that is a "security entitlement" and (ii) maintain "control" of any
Permitted Investment that is either a "certificated security" or an
"uncertificated security". For purposes of this Section 3.06(a), the terms
"entitlement holder", "security entitlement", "control", "certificated security"
and "uncertificated security" shall have the meanings given such terms in
Revised Article 8 (1994 Revision) of the UCC, and "control" of any Permitted
Investment by a Master Servicer, a Special Servicer or the Certificate
Administrator shall constitute "control" by a Person designated by, and acting
on behalf of, the Trustee for purposes of Revised Article 8 (1994 Revision) of
the UCC. If amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the party hereunder that maintains
such Investment Account (whether it is a Master Servicer, a Special Servicer or
the Certificate Administrator), 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
               at least 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 such Master Servicer, such Special Servicer or
               the Certificate Administrator, as the case may be, that such
               Permitted Investment would not constitute a Permitted Investment
               in respect of funds thereafter on deposit in such Investment
               Account.

          (b) Whether or not a Master Servicer directs the investment of funds
in any Investment Account (other than a Servicing Account or Reserve Account)
maintained by it, 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


                                     -125-
<PAGE>

Period, shall be for the sole and exclusive benefit of such Master Servicer and
shall be subject to its withdrawal in accordance with Section 3.05. Whether or
not a Master Servicer directs the investment of funds in any Servicing Account
or Reserve Account maintained by it, 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, and subject to the
requirements of applicable law or the terms of the related Mortgage Loan(s)
regarding the payment of such interest and investment income to the related
Borrower, shall be for the sole and exclusive benefit of such Master Servicer
and shall be subject to withdrawal from time to time in accordance with Section
3.03. Whether or not a 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 such Special Servicer and shall be subject to its withdrawal in accordance
with Section 3.16(b). Whether or not the Certificate Administrator directs the
investment of funds in the Distribution Account, the Interest Reserve Account or
the Excess Liquidation Proceeds Account, interest and investment income realized
on funds deposited therein, to the extent of the Net Investment Earnings, if
any, for each such Investment Account for each Collection Period, shall be for
the sole and exclusive benefit of the Certificate Administrator and shall be
subject to its withdrawal in accordance with Section 3.05. If any loss shall be
incurred in respect of any Permitted Investment on deposit in any Investment
Account, the party hereunder that maintains such Investment Account (whether it
is a Master Servicer, a Special Servicer or the Certificate Administrator),
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, in respect of
such Investment Account for such Collection Period (except, in the case of any
such loss with respect to a Servicing Account or Reserve Account, to the extent
the loss amounts were invested for the benefit of a Borrower under the terms of
a Mortgage Loan or applicable law).

          (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of any payment due (or in any other performance
required) under any Permitted Investment of funds on deposit in any Investment
Account, and if the party hereunder that maintains such Investment Account
(whether it is a Master Servicer, a Special Servicer or the Certificate
Administrator) is in default of its obligations under or contemplated by Section
3.06(b), the Trustee may (and, subject to Section 8.02, upon the request of (i)
Holders of Certificates entitled to not less than 25% of the Voting Rights
allocated to any Class of Regular Interest Certificates, (ii) the Controlling
Class Representative or (iii) alternatively, but only if the Permitted
Investment involves funds on deposit in a Companion Note Custodial Account or
the Shell Plaza Subordinate Note Custodial Account, the related Serviced
Non-Pooled Mortgage Loan Noteholder (it being understood that, for purposes of
this clause (iii), Section 8.02 shall be construed as if references therein to
one or more "Certificateholders" were instead references to such Serviced
Non-Pooled Mortgage Loan Noteholder), the Trustee shall) take such action as may
be appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate legal proceedings. Any costs incurred by the
Trustee in taking any such action shall be reimbursed to it by the party
hereunder that maintains such Investment Account (whether it is a Master
Servicer, a Special Servicer or the Certificate Administrator). This provision
is in no way intended to limit any actions that a Master Servicer, a Special
Servicer or the Certificate Administrator may take in this regard at its own
expense.

          (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount, the Master Servicer Remittance Amounts and
the monthly amounts payable to the respective Serviced Non-Pooled Mortgage Loan
Noteholders, the amounts so invested shall be deemed to remain on deposit in
such Investment Account.

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

          (a) In the case of each Performing Serviced Mortgage Loan, the
applicable Master Servicer shall use reasonable efforts consistent with the
Servicing Standard to cause the related Borrower to maintain (including
identifying the extent to which a Borrower is maintaining insurance coverage
and, if such Borrower does not so maintain, such Master Servicer will itself
cause to be maintained with Qualified Insurers having the Required Claims-Paying
Ratings) for the related Mortgaged Property (x) a fire and casualty extended
coverage insurance policy, which does not provide for reduction due to
depreciation, in an amount that is at least equal to the lesser of (i) the full
replacement cost of


                                     -126-
<PAGE>

improvements securing such Mortgage Loan or (ii) the outstanding principal
balance of such Mortgage Loan, but, in any event, in an amount sufficient to
avoid the application of any co-insurance clause and (y) all other insurance
coverage (including but not limited to coverage for damage resulting from acts
of terrorism) as is required or that the lender is entitled to reasonably
require, subject to applicable law, under the related Mortgage Loan Documents;
provided that all of the following conditions and/or limitations shall apply:

               (A) the applicable Master Servicer shall not be required to
     maintain any earthquake or environmental insurance policy on any Mortgaged
     Property securing a Performing Serviced Mortgage Loan unless such insurance
     policy was in effect at the time of the origination of such Mortgage Loan
     pursuant to the terms of the related Loan Documents and is available at
     commercially reasonable rates (and if the applicable Master Servicer does
     not cause the Borrower to maintain or does not itself maintain such
     earthquake or environmental insurance policy on any Mortgaged Property, the
     applicable Special Servicer shall have the right, but not the duty, to
     obtain, at the Trust's expense, earthquake or environmental insurance on
     any Mortgaged Property securing a Specially Serviced Mortgage Loan or on an
     Administered REO Property so long as such insurance is available at
     commercially reasonable rates);

               (B) if and to the extent that any Performing Serviced Mortgage
     Loan grants the lender thereunder any discretion (by way of consent,
     approval or otherwise) as to the insurance provider from whom the related
     Borrower is to obtain the requisite insurance coverage, the applicable
     Master Servicer shall (to the extent consistent with the Servicing
     Standard) require the related Borrower to obtain the requisite insurance
     coverage from Qualified Insurers that, in each case, have the Required
     Claims-Paying Ratings at the time such insurance coverage is obtained;

               (C) the applicable Master Servicer shall have no obligation
     beyond using its reasonable efforts consistent with the Servicing Standard
     to cause the Borrower under any Performing Serviced Mortgage Loan to
     maintain the insurance required to be maintained or that the lender is
     entitled to reasonably require, subject to applicable law, under the
     related Mortgage Loan Documents;

               (D) in no event shall the applicable Master Servicer be required
     to cause the Borrower under any Performing Serviced Mortgage Loan to
     maintain, or itself obtain, insurance coverage that the applicable Master
     Servicer has determined is either (i) not available at any rate or (ii) not
     available at commercially reasonable rates and the related hazards are not
     at the time commonly insured against for properties similar to the related
     mortgaged property and located in or around the region in which the related
     Mortgaged Property is located (in each case, as determined by the
     applicable Master Servicer, which shall be entitled to rely, at its own
     expense, on insurance consultants in making such determination) (and
     provided that any such determinations by the applicable Master Servicer
     must be made not less frequently (but need not be made more frequently)
     than annually but in any event shall be made at the approximate date on
     which the applicable Master Servicer receives notice of the renewal,
     replacement or cancellation of coverage);

               (E) the reasonable efforts of the applicable Master Servicer to
     cause the Borrower under any Performing Serviced Mortgage Loan to maintain
     insurance shall be conducted in a manner that takes into account the
     insurance that would then be available to the applicable Master Servicer on
     a force-placed basis; and

               (F) to the extent the applicable Master Servicer itself is
     required to maintain insurance that the Borrower under any Performing
     Serviced Mortgage Loan does not maintain, the applicable Master Servicer
     shall not be required to maintain insurance other than what is available to
     such Master Servicer on a force-placed basis (and this will not be
     construed to modify the other limits set forth in clause (D) above).

          Notwithstanding the limitation set forth in clause (D) above, the
applicable Master Servicer shall, prior to availing itself of any limitation
described in that clause with respect to any Performing Serviced Mortgage Loan
that has a Stated Principal Balance in excess of $2,500,000, obtain the approval
or disapproval of the applicable Special Servicer


                                     -127-
<PAGE>

(and, in connection therewith, the applicable Special Servicer shall be required
to comply with any applicable provisions of Section 3.24 or Section 3.25). The
applicable Master Servicer shall be entitled to rely on the determination of the
applicable Special Servicer made in connection with such approval or
disapproval. The applicable Special Servicer shall decide whether to withhold or
grant such approval in accordance with the Servicing Standard. If any such
approval has not been expressly denied within seven Business Days (or, in the
case of the Shell Plaza Loan Group, such longer period of time, if any, that is
provided in Section 3.25(a)) of the applicable Special Servicer's receipt from
the applicable Master Servicer of such Master Servicer's determination and
analysis and all information reasonably requested thereby and reasonably
available to the applicable Master Servicer in order to make an informed
decision, such approval shall be deemed to have been granted.

          The applicable Master Servicer shall notify the applicable Special
Servicer, the Trustee, the Controlling Class Representative and (if a Serviced
Mortgage Loan Group is involved) the related Serviced Non-Pooled Mortgage Loan
Noteholder, if the applicable Master Servicer determines that the Borrower under
any Performing Serviced Mortgage Loan has failed to maintain insurance required
under (or that such Master Servicer has required pursuant to a provision that
entitles the lender to reasonably require insurance under) the related Mortgage
Loan Documents and such failure materially and adversely affects such Mortgage
Loan and/or the interest of the Trust in the related Mortgaged Property or if
the Borrower under any Performing Serviced Mortgage Loan has notified the
applicable Master Servicer in writing that the Borrower does not intend to
maintain such insurance and the applicable Master Servicer has determined that
such failure materially and adversely affects such Mortgage Loan and/or the
interest of the Trust in the related Mortgaged Property.

          Subject to Section 3.17(b), Section 3.24 and/or Section 3.25(a), as
applicable, with respect to each Specially Serviced Mortgage Loan and
Administered REO Property, the applicable Special Servicer shall use reasonable
efforts, consistent with the Servicing Standard, to maintain (and, in the case
of Specially Serviced Mortgage Loans, the applicable Special Servicer shall
itself maintain, subject to the right of such Special Servicer to (x) direct the
applicable Master Servicer to make a Servicing Advance for the costs associated
with coverage that such Special Servicer determines to maintain, in which case
the applicable Master Servicer shall make such Servicing Advance (subject to
Section 3.19(b)), or (y) direct the applicable Master Servicer to cause such
coverage to be maintained under the applicable Master Servicer's force-place
insurance policy, in which case the applicable Master Servicer shall so cause
such coverage to be maintained thereunder to the extent that the identified
coverage is available under the applicable Master Servicer's existing
force-place policy) with Qualified Insurers having the Required Claims-Paying
Ratings (a) a fire and casualty extended coverage insurance policy, which does
not provide for reduction due to depreciation, in an amount that is at least
equal to the lesser of (i) the full replacement cost of improvements securing
such Mortgage Loan or at such REO Property or (ii) the outstanding principal
balance of such Mortgage Loan or the related REO Mortgage Loan, but, in any
event, in an amount sufficient to avoid the application of any co-insurance
clause, (b) a comprehensive general liability insurance policy with coverage
comparable to that which would be required under prudent lending requirements
and in an amount not less than $1 million per occurrence and (c) to the extent
consistent with the Servicing Standard, a business interruption or rental loss
insurance covering revenues or rents for a period of at least twelve (12) months
or, with respect to Mortgage Loans with initial principal balances greater than
$35 million, at least eighteen (18) months, in each case if so required pursuant
to the related Mortgage Loan Documents; provided, however, that neither the
applicable Master Servicer nor the applicable Special Servicer shall be required
in any event to maintain or obtain the insurance coverage otherwise described by
this paragraph beyond what is available at commercially reasonable rates and
consistent with the Servicing Standard.

          All such insurance policies maintained as described above shall
contain (if they insure against loss to property) a "standard" mortgagee clause,
with loss payable to the applicable Master Servicer on behalf of the Trustee (in
the case of insurance maintained in respect of a Serviced Mortgage Loan), or
shall name the Trustee as the insured, with loss payable to the applicable
Special Servicer on behalf of the Trustee (in the case of insurance maintained
in respect of an Administered REO Property). Any amounts collected by a Master
Servicer or a 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 Borrower, in each case in
accordance with the Servicing Standard) shall be


                                     -128-
<PAGE>

deposited in the Collection Account of the applicable Master Servicer, a related
Companion Note Custodial Account and/or the Shell Plaza Subordinate Note
Custodial Account, as appropriate in accordance with Section 3.04, subject to
withdrawal pursuant to Section 3.05, in the case of amounts received in respect
of a Serviced Mortgage Loan, or in the REO Account of the applicable Special
Servicer, subject to withdrawal pursuant to Section 3.16(c), in the case of
amounts received in respect of an Administered REO Property. Any cost incurred
by a Master Servicer or Special Servicer in maintaining any such insurance shall
not, for purposes hereof, including calculating monthly distributions to
Certificateholders, be added to unpaid principal balance or Stated Principal
Balance of the related Serviced Mortgage Loan, notwithstanding that the terms of
such Mortgage Loan so permit; provided, however, that this sentence shall not
limit the rights of a Master Servicer or Special Servicer on behalf of the Trust
(and, if applicable, the Serviced Non-Pooled Mortgage Loan Noteholders) to
enforce any obligations of the related Borrower under such Mortgage Loan. Costs
to a Master Servicer or Special Servicer of maintaining insurance policies
pursuant to this Section 3.07 shall be paid by and reimbursable to such Master
Servicer or Special Servicer, as the case may be, as a Servicing Advance.

          (b) If (i) a Master Servicer or a Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Serviced
Mortgage Loans or Administered REO Properties, as applicable, as to which it is
the applicable Master Servicer or the applicable Special Servicer, as the case
may be, then, to the extent such policy (A) is obtained from a Qualified Insurer
having the Required Claims-Paying Ratings, and (B) provides protection
equivalent to the individual policies otherwise required herein and in the
Mortgage Loan Documents or (ii) a Master Servicer or Special Servicer has
long-term unsecured debt obligations that are rated not lower than "A2" by
Moody's and "A" by Fitch and such Master Servicer or such Special Servicer, as
the case may be, self-insures for its obligation to maintain, and deposits into
its Collection Account (any such deposit to be deemed to constitute "Insurance
Proceeds") the amount of any loss to the Trust that would have been covered by,
the individual policies otherwise required, such Master Servicer or such Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its
obligation to cause hazard insurance to be maintained on the related Mortgaged
Properties or REO Properties, as applicable. Such a blanket or master
force-placed policy may contain a deductible clause (not in excess of a
customary amount), in which case the applicable Master Servicer or the
applicable Special Servicer, as the case may be, whichever maintains such
policy, shall, if there shall not have been maintained on any Mortgaged Property
securing a Serviced Mortgage Loan or any Administered REO Property thereunder a
hazard insurance policy complying with the requirements of Section 3.07(a), and
there shall have been one or more losses that would have been covered by such an
individual policy, promptly deposit into the applicable Collection Account (or,
to the extent the loss affects a related Serviced Non-Pooled Mortgage Loan
Noteholder, in the related Companion Note Custodial Account or the Shell Plaza
Subordinate Note Custodial Account, as applicable) maintained by the applicable
Master Servicer, from its own funds without any right of reimbursement from the
Trust, the amount not otherwise payable under the blanket or master force-placed
policy in connection with such loss or losses because of such deductible clause
to the extent that any such deductible exceeds the deductible limitation that
pertained to the related Serviced Mortgage Loan (or, in the absence of any such
deductible limitation, the deductible limitation for an individual policy which
is consistent with the Servicing Standard). The Master Servicers and the Special
Servicers shall each prepare and present, on behalf of itself, the Trustee and
Certificateholders and, if applicable, the Serviced Non-Pooled Mortgage Loan
Noteholders, claims under any such blanket or master force-placed policy
maintained by it in a timely fashion in accordance with the terms of such
policy.

          (c) With respect to each Performing Serviced Mortgage Loan that is
subject to an Environmental Insurance Policy, if the applicable Master Servicer
has actual knowledge of any event (an "Insured Environmental Event") giving rise
to a claim under an Environmental Insurance Policy, such Master Servicer shall
notify the applicable Special Servicer to such effect and such Master Servicer
shall take reasonable actions as are in accordance with the Servicing Standard
and the terms and conditions of such Environmental Insurance Policy to make a
claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. With respect to each Specially Serviced Mortgage Loan and
Administered REO Property that is subject to an Environmental Insurance Policy,
if the applicable Special Servicer has actual knowledge of any event giving rise
to a claim under an Environmental Insurance Policy, such Special Servicer shall
take reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the


                                     -129-
<PAGE>

Trust is entitled thereunder. Any legal fees or other out-of-pocket costs
incurred in accordance with the Servicing Standard in connection with any claim
under an Environmental Insurance Policy described above (whether by the
applicable Master Servicer or the applicable Special Servicer) shall be paid by,
and reimbursable to, the applicable Master Servicer as a Servicing Advance.

          (d) The Master Servicers and the Special Servicers shall each at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially
Serviced Mortgage Loans and/or Administered REO Properties exist as part of the
Trust Fund) keep in force with a Qualified Insurer having the Required
Claims-Paying Ratings, a fidelity bond in such form and amount as are consistent
with the Servicing Standard. A Master Servicer or 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 such Master Servicer or such Special
Servicer, as the case may be. Such fidelity bond shall provide that it may not
be canceled without ten days' prior written notice to the Trustee. So long as
the long-term unsecured debt obligations of a Master Servicer or Special
Servicer are rated not lower than "Baa2" by Moody's and "A" by Fitch, such
Master Servicer or Special Servicer may self-insure with respect to the fidelity
bond coverage required as described above, in which case it shall not be
required to maintain an insurance policy with respect to such coverage.

          The Master Servicers and the Special Servicers shall each at all times
during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement during which Specially Serviced
Mortgage Loans and/or Administered REO Properties exist as part of the Trust
Fund) also keep in force with a Qualified Insurer having 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 servicing obligations hereunder, which policy or policies
shall be in such form and amount as are consistent with the Servicing Standard.
A Master Servicer or Special Servicer shall be deemed to have complied with the
foregoing provisions if an Affiliate thereof has such insurance and, by the
terms of such policy or policies, the coverage afforded thereunder extends to
such Master Servicer or such Special Servicer, as the case may be. Any such
errors and omissions policy shall provide that it may not be canceled without
ten days' prior written notice to the Trustee. So long as the long-term
unsecured debt obligations of a Master Servicer or a Special Servicer are rated
not lower than "Baa2" by Moody's and "A" by Fitch, such Master Servicer or
Special Servicer may self-insure with respect to the errors and omissions
coverage required as described above, in which case it shall not be required to
maintain an insurance policy with respect to such coverage.

          SECTION 3.08. Enforcement of Alienation Clauses.

          (a) If the provisions of any Mortgage Loan expressly permits the
assignment of the related Mortgaged Property to, and assumption of such Mortgage
Loan by, another Person upon the satisfaction of specified conditions, prohibits
such an assignment or assumption except upon the satisfaction of specified
conditions or fully prohibits such an assignment and assumption, and the related
Borrower requests approval for such an assignment and assumption or enters into
a transfer of the related Mortgaged Property in violation of the related
Mortgage Loan Documents, or if the provisions of any Mortgage Loan expressly
permits the further encumbrance of the related Mortgaged Property upon the
satisfaction of specified conditions, prohibits such a further encumbrance
except upon the satisfaction of specified conditions or fully prohibits such a
further encumbrance, and the related Borrower requests approval for such a
further encumbrance or enters into a further encumbrance in violation of the
related Mortgage Loan Documents, the applicable Master Servicer (with respect to
a Performing Mortgage Loan) or the applicable Special Servicer (with respect to
a Specially Serviced Mortgage Loan) shall obtain the relevant information and
review and make a determination to either (i) disapprove such request for
approval of an assignment and assumption or further encumbrance (in the case of
a Borrower request for approval thereof) and not waive any violation of the
relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best
economic interest of the Trust and, if applicable, any affected Serviced
Non-Pooled Mortgage Loan Noteholder(s) (as a collective whole), approve the
request or waive the effect of the due-on-sale or due-on-encumbrance clause;
provided, however, that all of the following conditions and/or restrictions
shall apply:

                                     -130-
<PAGE>

               (A) the applicable Master Servicer shall not enter into such a
     waiver or approval for any Performing Serviced Mortgage Loan that is a
     Pooled Mortgage Loan, unless such Master Servicer has obtained the consent
     of the applicable Special Servicer (it being understood and agreed that (1)
     the applicable Master Servicer shall promptly provide the applicable
     Special Servicer (and, if the Shell Plaza Loan Group is involved, to the
     Shell Plaza Controlling Party) with notice of any Borrower request for such
     assignment or assumption, the applicable Master Servicer's recommendations
     and analysis, and with all information reasonably available to the
     applicable Master Servicer that the applicable Special Servicer may
     reasonably request in order to withhold or grant any such consent, (2) the
     applicable Special Servicer shall decide whether to withhold or grant such
     consent in accordance with the Servicing Standard (and subject to Section
     3.24 and Section 3.25, as applicable) and (3) if any such consent has not
     been expressly denied within seven Business Days (or, in the case of the
     Shell Plaza Loan Group, such longer period of time, if any, that is
     provided in Section 3.25(a)) of the applicable Special Servicer's receipt
     from the applicable Master Servicer of such Master Servicer's
     recommendations and analysis and all information reasonably requested
     thereby and reasonably available to the applicable Master Servicer in order
     to make an informed decision, such consent shall be deemed to have been
     granted);

               (B) if approval of an assignment and assumption or waiver of a
     due-on-sale provision is involved and the affected Serviced Mortgage Loan
     is a Pooled Mortgage Loan that (together with all other Pooled Mortgage
     Loans, if any, that are in the same Cross-Collateralized Group as such
     Pooled Mortgage Loan or have the same Borrower as such Pooled Mortgage Loan
     or have Borrowers that are known to be affiliated with the Borrower under
     such Pooled Mortgage Loan) is one of the ten largest Pooled Mortgage Loans
     then in the Trust or has a Cut-off Date Principal Balance in excess of
     $20,000,000, then, subject to the related Mortgage Loan Documents and
     applicable law, neither the applicable Master Servicer (with respect to a
     Serviced Pooled Mortgage Loan other than a Specially Serviced Pooled
     Mortgage Loan) nor the applicable Special Servicer (with respect to a
     Specially Serviced Pooled Mortgage Loan) shall enter into such approval or
     waiver unless and until it has received written confirmation from each
     Rating Agency that such action would not result in an Adverse Rating Event
     with respect to any Class of Rated Certificates;

               (C) if approval of a further encumbrance or waiver of a
     due-on-encumbrance provision is involved, then, subject to the related
     Mortgage Loan Documents and applicable law, neither the applicable Master
     Servicer (with respect to a Performing Serviced Mortgage Loan) nor the
     applicable Special Servicer (with respect to a Specially Serviced Mortgage
     Loan) shall enter into such approval or waiver unless and until it has
     received written confirmation that such action would not result in an
     Adverse Rating Event with respect to any Class of Rated Certificates from
     Fitch, with respect to any Pooled Mortgage Loan that is one of the ten
     largest Pooled Mortgage Loans then in the Trust Fund, by principal balance,
     and from Moody's, with respect to any Serviced Pooled Mortgage Loan that
     (1) represents 2% or more of the then aggregate principal balance of all of
     the Pooled Mortgage Loans then in the Trust Fund, (2) is one of the ten
     largest Pooled Mortgage Loans then in the Trust Fund by principal balance,
     (3) has an aggregate loan-to-value ratio (including existing and proposed
     additional debt) that is equal to or greater than 85% or (4) has an
     aggregate debt service coverage ratio (including the debt service on the
     existing and proposed additional debt) that is less than 1.2x;

               (D) if approval of an assignment and assumption or waiver of a
     due-on-sale provision is involved, then, subject to the related Mortgage
     Loan Documents and applicable law, neither the applicable Master Servicer
     (with respect to a Performing Serviced Mortgage Loan) nor the applicable
     Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall
     enter into such approval or waiver with respect to any Mortgaged Property
     which secures a Cross-Collateralized Group unless (i) all of the Mortgaged
     Properties securing such Cross-Collateralized Group are transferred
     simultaneously by the respective Borrower(s) or (ii) either (x) in the case
     of a Master Servicer, it has obtained the consent of the applicable Special
     Servicer (pursuant to the approval procedures described in clause (A)
     above) or (y) in the case of a Special Servicer, it has obtained the
     consent of the Controlling Class Representative if and to the extent
     required under Section 3.24 or, if the matter relates to the Shell Plaza
     Loan Group, the consent of the Shell Plaza Controlling Party, if and to the
     extent required under Section 3.25, as applicable);

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<PAGE>

               (E) subject to the related Mortgage Loan Documents and applicable
     law, neither the applicable Master Servicer (with respect to a Performing
     Serviced Mortgage Loan) nor the applicable Special Servicer (with respect
     to a Specially Serviced Mortgage Loan) shall enter into such approval or
     waiver unless all associated costs and expenses (including the costs of any
     confirmation(s) of the absence of an Adverse Rating Event) are covered
     without any expense to the Trust or (in the case of a Serviced Mortgage
     Loan Group) any expense to any related Serviced Non-Pooled Mortgage Loan
     Noteholder(s) (it being understood and agreed that, except as expressly
     provided herein, neither the applicable Master Servicer nor the applicable
     Special Servicer shall be obligated to cover or assume any such costs or
     expenses);

               (F) neither the applicable Master Servicer (with respect to a
     Performing Serviced Mortgage Loan) nor the applicable Special Servicer
     (with respect to a Specially Serviced Mortgage Loan) shall, in connection
     with any such approval or waiver, consent or agree to any modification,
     waiver or amendment of any term or provision of such Serviced Mortgage Loan
     that would result in an Adverse REMIC Event with respect to any REMIC Pool
     or any Adverse Grantor Trust Event with respect to either Grantor Trust
     Pool; and

               (G) the applicable Special Servicer shall not consent to a Master
     Servicer's recommendation described in clause (A) above, or itself enter
     into such an approval or waiver, unless the applicable Special Servicer has
     complied with Section 3.24 or Section 3.25, as applicable.

          Notwithstanding the foregoing, in no event will the applicable Master
Servicer's approval of an assignment and assumption or further encumbrance be
conditioned on the approval or absence of objection from the applicable Special
Servicer if (a) the transaction is permitted under the related Mortgage Loan
Documents and (b) the conditions to the transaction that are set forth in the
related Mortgage Loan Documents do not include the approval of the lender or the
exercise of lender discretion (other than confirming the satisfaction of the
other conditions to the transaction set forth in the related Mortgage Loan
Documents that do not include any other approval or exercise).

          (b) In connection with any permitted assumption of any Serviced
Mortgage Loan or waiver of a "due-on-sale" or "due-on-encumbrance" clause
thereunder, the applicable Master Servicer (in the case of a Performing Serviced
Mortgage Loan) or the applicable Special Servicer (in the case of a Specially
Serviced Mortgage Loan) shall prepare all documents necessary and appropriate
for such purposes and shall coordinate with the related Borrower for the due
execution and delivery of such documents.

          (c) The applicable Master Servicer shall have the right to consent to
any transfers of an interest in the Borrower under a Performing Serviced
Mortgage Loan, to the extent such transfer is allowed under the terms of the
related Mortgage Loan Documents (without the exercise of any lender approval or
discretion other than confirming the satisfaction of the other conditions to the
transfer set forth in the related Mortgage Loan Documents that do not include
any other approval or exercise of discretion), including any consent to transfer
to any subsidiary or affiliate of such Borrower or to a person acquiring less
than a majority interest in such Borrower; provided, however, that, subject to
the terms of the related Mortgage Loan Documents and applicable law, if (i) the
affected Serviced Mortgage Loan is a Pooled Mortgage Loan that, together with
all other Pooled Mortgage Loans, if any, that are in the same
Cross-Collateralized Group as such Pooled Mortgage Loan or have the same
Borrower as such Pooled Mortgage Loan or have Borrowers that are known to be
affiliated with the Borrower under such Pooled Mortgage Loan, has a Stated
Principal Balance that equals or exceeds 5% of the then aggregate Stated
Principal Balance of the Mortgage Pool or is one of the then current top ten
Pooled Mortgage Loans (by Stated Principal Balance) in the Mortgage Pool or has
a Cut-off Date Principal Balance in excess of $20,000,000, and (ii) the transfer
is of an interest in the Borrower greater than 49%, then the applicable Master
Servicer shall not consent to such transfer unless and until it has received
written confirmation from each Rating Agency that such action would not result
in an Adverse Rating Event with respect to any Class of Rated Certificates (the
costs of which are to be payable by the related Borrower to the extent provided
for in the related Mortgage Loan Documents, which provisions shall not be waived
by the applicable Master Servicer, and, if not paid, such costs shall be paid by
and reimbursed to the applicable Master Servicer as an Additional Trust Fund
Expense). The applicable Master Servicer shall


                                     -132-
<PAGE>

be entitled to collect and receive from Borrowers any customary fees in
connection with such transfers of interest as Additional Master Servicing
Compensation.

          SECTION 3.09. Realization Upon Defaulted Serviced Mortgage Loans.

          (a) The applicable Special Servicer shall, subject to Sections
3.09(b), 3.09(c), 3.09(d), 3.24 and 3.25, exercise reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert the ownership of the real property and other collateral
securing any Serviced Mortgage Loan that comes into and continues in default and
as to which no satisfactory arrangements can be made for collection of
delinquent payments, including pursuant to Section 3.20; provided that neither
Master Servicer shall, with respect to any Serviced Mortgage Loan that is an ARD
Mortgage Loan after its Anticipated Repayment Date, take any enforcement action
with respect to the payment of Post-ARD Additional Interest (other than the
making of requests for its collection), and the applicable Special Servicer may
do so only if (i) the taking of an enforcement action with respect to the
payment of other amounts due under such Mortgage Loan is, in the reasonable
judgment of the applicable Special Servicer, and without regard to such Post-ARD
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 Post-ARD Additional Interest has not been
forgiven in accordance with Section 3.20 and, in the reasonable judgment of the
applicable 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. In
connection with the foregoing, in the event of a default under any Serviced
Mortgage Loan or Cross-Collateralized Group that is secured by real properties
located in multiple states, and such states include California or another state
with a statute, rule or regulation comparable to California's "one action rule",
then the applicable Special Servicer shall consult Independent counsel regarding
the order and manner in which the applicable Special Servicer should foreclose
upon or comparably proceed against such properties. The applicable Special
Servicer may direct the applicable Master Servicer to advance, as contemplated
by Section 3.19(b), all costs and expenses (including attorneys fees and
litigation costs and expenses) to be incurred on behalf of the Trust in any such
proceedings or such consultation, subject to the applicable Master 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 applicable Special
Servicer's being entitled to pay out of the related Liquidation Proceeds,
Insurance Proceeds and/or Condemnation Proceeds any Liquidation Expenses
incurred in respect of any Serviced Mortgage Loan, which Liquidation Expenses
were outstanding at the time such proceeds are received. Nothing contained in
this Section 3.09 shall be construed so as to require the applicable Special
Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the applicable Special Servicer taking
into account the factors described in Section 3.18 and the results of any
appraisal obtained pursuant to the following sentence or otherwise, all such
cash bids to be made in a manner consistent with the Servicing Standard. If and
when the applicable Master Servicer or the applicable Special Servicer deems it
necessary in accordance with the Servicing Standard for purposes of establishing
the fair market value of any Mortgaged Property securing a defaulted Serviced
Mortgage Loan, whether for purposes of bidding at foreclosure or otherwise, such
Master Servicer or such Special 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 covered by, and be reimbursable as, a Servicing Advance).

          Neither Master Servicer shall foreclose upon or otherwise comparably
convert, including by taking title thereto, any real property or other
collateral securing a defaulted Serviced Mortgage Loan. The Special Servicers
and the Master Servicers shall not foreclose upon or otherwise comparably
convert, including by taking title thereto, any real property or other
collateral securing the Non-Trust-Serviced Pooled Mortgage Loan.

          (b) Notwithstanding the foregoing provisions of this Section 3.09, no
Mortgaged Property shall be acquired by the applicable Special Servicer on
behalf of the Trust (and, in the case of a Serviced Mortgage Loan Group, the
related Serviced Non-Pooled Mortgage Loan Noteholder(s)) under such
circumstances, in such manner or pursuant to such terms as would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (unless the portion of such REO
Property that is not treated as "foreclosure property" and that is held by any
REMIC Pool at any given time constitutes not more than a de minimis amount of
the assets of such


                                     -133-
<PAGE>

REMIC Pool within the meaning of Treasury Regulations Section 1.860D-1(b)(3)(i)
and (ii)), or (ii) except as permitted by Section 3.17(a), subject the Trust to
the imposition of any federal income or prohibited transaction taxes under the
Code. Subject to the foregoing, however, a Mortgaged Property may be acquired
through a single member limited liability company. In addition, except as
permitted under Section 3.17(a), the applicable Special Servicer shall not
acquire any personal property on behalf of the Trust (and, in the case of a
Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)) pursuant to this Section 3.09 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 applicable
     Special Servicer; or

               (ii) the applicable Special Servicer shall have obtained an
     Opinion of Counsel (the cost of which shall be covered by, and reimbursable
     as, a Servicing Advance) to the effect that the holding of such personal
     property as part of the Trust Fund will not result in an Adverse REMIC
     Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with
     respect to either Grantor Trust Pool.

          (c) Notwithstanding the foregoing provisions of this Section 3.09, the
applicable Special Servicer shall not, on behalf of the Trust (and, in the case
of a Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)), have a receiver of rents appointed with respect to a Mortgaged
Property, or obtain title to a Mortgaged Property by foreclosure, deed in lieu
of foreclosure or otherwise, or take any other action with respect to any
Mortgaged Property, if, as a result of any such action, the Trustee, on behalf
of the Certificateholders, could, in the reasonable judgment of such Special
Servicer, exercised in accordance with the Servicing Standard, be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of CERCLA or any
comparable law, unless:

               (i) the applicable 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 applicable
     Special Servicer deems necessary and prudent) of such Mortgaged Property
     conducted by an Independent Person who regularly conducts Phase I
     Environmental Assessments and performed during the 12-month period
     preceding any such acquisition of title or other action, that such
     Mortgaged Property is in compliance with applicable environmental laws and
     regulations and there are no circumstances or conditions present at the
     Mortgaged Property relating to the use, management or disposal of Hazardous
     Materials for which investigation, testing, monitoring, containment,
     clean-up or remediation could be required under any applicable
     environmental laws and regulations; or

               (ii) in the event that the determination described in clause
     (c)(i) above cannot be made, the applicable Special Servicer has previously
     determined in accordance with the Servicing Standard, on the same basis as
     described in clause (c)(i) above, and taking into account the coverage
     provided under the related Environmental Insurance Policy, that it would
     maximize the recovery to the Certificateholders and, in the case of a
     Mortgaged Property securing a Serviced Mortgage Loan Group, to the related
     Serviced Non-Pooled Mortgage Loan Noteholder(s) (as a collective whole) on
     a present value basis (the relevant discounting of anticipated collections
     that will be distributable to Certificateholders and, in the case of a
     Mortgaged Property securing a Serviced Mortgage Loan Group, to the related
     Serviced Non-Pooled Mortgage Loan Noteholder(s), to be performed at the
     related Net Mortgage Rate (or (x) in the case of an ARD Mortgage Loan after
     its Anticipated Repayment Date, at the related Net Mortgage Rate
     immediately prior to the Anticipated Repayment Date, or (y) in the case of
     a Serviced Mortgage Loan Group, at the weighted average of the Net Mortgage
     Rates for the related Mortgage Loans)) to acquire title to or possession of
     the Mortgaged Property and to take such remedial, corrective and/or other
     further actions as are necessary to bring the Mortgaged Property into
     compliance with applicable environmental laws and regulations and to
     appropriately address any of the circumstances and conditions referred to
     in clause (c)(i) above.

                                     -134-
<PAGE>

          Any such determination by a Special Servicer contemplated by clause
(i) or clause (ii) of the preceding paragraph shall be evidenced by an Officer's
Certificate to such effect delivered to the Trustee, the applicable Master
Servicer and the Controlling Class Representative (and, in the case of a
Mortgaged Property securing a Serviced Mortgage Loan Group, to the related
Serviced Non-Pooled Mortgage Loan Noteholder(s)), specifying all of the bases
for such determination, such Officer's Certificate to be accompanied by all
related environmental reports.

          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 paid out of the applicable Collection
Account (subject to, if it relates to one or more Mortgage Loans in a Serviced
Mortgage Loan Group, the proviso at the end of the first paragraph of Subsection
(I) of Section 3.05(a)).

          (d) If neither of the conditions set forth in clauses (i) and (ii) of
the first paragraph of Section 3.09(c) has been satisfied with respect to any
Mortgaged Property securing a defaulted Serviced Mortgage Loan (or, if
applicable, a Serviced Mortgage Loan Group), the applicable Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property) and, at such time as it deems
appropriate, may, on behalf of the Trust and, if applicable, the related
Serviced Non-Pooled Mortgage Loan Noteholder(s), release all or a portion of
such Mortgaged Property from the lien of the related Mortgage; provided that, if
such Serviced Mortgage Loan has a then outstanding principal balance greater
than $1 million, then prior to the release of all or a portion of the related
Mortgaged Property from the lien of the related Mortgage, (i) the applicable
Special Servicer shall have notified the Rating Agencies, the Controlling Class
Representative, the Trustee, the applicable Master Servicer and, if the Shell
Plaza Loan Group is involved, the Shell Plaza Controlling Party, in writing of
its intention to so release all or a portion of such Mortgaged Property and the
basis for such intention and (ii) if the Shell Plaza Loan Group is involved, the
Shell Plaza Controlling Party shall not have objected to such release within 30
days of such notice or, if the Shell Plaza Controlling Party shall have
objected, such objection, in the applicable Special Servicer's good faith
judgment, was inconsistent with the Servicing Standard.

          (e) The applicable Special Servicer shall report to the Trustee, the
applicable Master Servicer and the Controlling Class Representative (and, in the
case of a Mortgaged Property securing the Shell Plaza Loan Group, the Shell
Plaza Non-Pooled Subordinate Noteholder) monthly in writing as to any actions
taken by the applicable Special Servicer with respect to any Mortgaged Property
as to which neither of the conditions set forth in clauses (i) and (ii) of the
first paragraph of Section 3.09(c) has been satisfied, in each case until the
earliest to occur of satisfaction of either of such conditions, release of the
lien of the related Mortgage on such Mortgaged Property and the related Serviced
Mortgage Loan's (or, in the case of a Serviced Mortgage Loan Group, each of the
related Serviced Mortgage Loan's) becoming a Corrected Mortgage Loan.

          (f) The applicable Special Servicer shall have the right to determine,
in accordance with the Servicing Standard, with respect to any Specially
Serviced Mortgage Loan, the advisability of seeking to obtain a deficiency
judgment if the state in which the related Mortgaged Property is located and the
terms of the subject Mortgage Loan permit such an action and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable. The applicable Master Servicer, at the direction of the
applicable Special Servicer, shall make a Servicing Advance for the costs
incurred in pursuing any such deficiency action, provided that such Master
Servicer shall not be obligated in connection therewith to advance any funds,
which if so advanced would constitute a Nonrecoverable Advance.

          (g) Annually in each January, the applicable Master Servicer shall,
with the reasonable cooperation of the applicable Special Servicer, prepare and
file with the IRS on a timely basis the information returns with respect to the
reports of foreclosures and abandonments and reports relating to any
cancellation of indebtedness income with respect to any Serviced Mortgage Loan
for which it is the applicable Master Servicer, or Mortgaged Property securing a
Serviced Mortgage Loan for which it is the applicable Master Servicer, required
by Sections 6050H (as applicable), 6050J and


                                     -135-
<PAGE>

6050P of the Code. Contemporaneously therewith, the applicable Master Servicer
shall deliver a copy of such information returns to the applicable Special
Servicer and the Trustee.

          (h) As soon as the applicable Special Servicer (or, in the case of the
Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the
applicable Master Servicer) makes a Final Recovery Determination (such
determination to be made in consultation with the Controlling Class
Representative (or, in the case of the Shell Plaza Non-Pooled Subordinate Loan
or the related Mortgaged Property, the Shell Plaza Controlling Party) and the
related calculations to be subject to the approval of such Controlling Class
Representative or Shell Plaza Controlling Party) with respect to any Mortgage
Loan or REO Property, it shall promptly notify the Certificate Administrator,
the Trustee, the applicable Master Servicer (unless it is the one making the
determination) and the Controlling Class Representative (and, in the case of the
Shell Plaza Non-Pooled Subordinate Loan or the related Mortgaged Property, the
Shell Plaza Controlling Party). The applicable Special Servicer (or, in the case
of the Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the
applicable Master Servicer) shall maintain accurate records, prepared by a
Servicing Officer, of each such Final Recovery Determination (if any) made by it
and the basis thereof. Each such Final Recovery Determination (if any) shall be
evidenced by an Officer's Certificate delivered to the Certificate
Administrator, the Trustee, the applicable Master Servicer (unless it is the one
making the determination), the Controlling Class Representative and, if any
Mortgage Loan in the Shell Plaza Loan Group is involved, the Shell Plaza
Controlling Party, no later than ten Business Days following such Final Recovery
Determination. For purposes of making a Final Recovery Determination, with
respect to the Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property, the applicable Master Servicer shall be entitled to rely on any
comparable determination made by the related Non-Trust Special Servicer.

          SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.

          (a) Upon the payment in full of any Serviced Mortgage Loan, or the
receipt by the applicable Master Servicer of a notification that payment in full
shall be escrowed or made in a manner customary for such purposes, the
applicable Master Servicer shall promptly so notify the Trustee and request
delivery to it or its designee of the related Mortgage File and, in the case of
a Serviced Non-Pooled Mortgage Loan, the Master Servicer shall promptly so
notify the relevant Serviced Non-Pooled Mortgage Loan Noteholder, and request
delivery to it or its designee of the related Mortgage Note, as applicable (such
notice and request to be effected by delivering to the Trustee a Request for
Release in the form of Exhibit C-1 attached hereto, which Request for Release
shall be accompanied by the form of any release or discharge to be executed by
the Trustee and, in the case of the Serviced Non-Pooled Mortgage Loans, the
related Serviced Non-Pooled Mortgage Loan Noteholder, and shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in such Master
Servicer's Collection Account and/or, in the case of the Serviced Non-Pooled
Mortgage Loans, in the Shell Plaza Subordinate Note Custodial Account or the
related Companion Note Custodial Account, as applicable, pursuant to Section
3.04 have been or will be so deposited). Upon receipt of such Request for
Release, the Trustee and, in the case of the a Serviced Non-Pooled Mortgage
Loan, if applicable, the related Serviced Non-Pooled Mortgage Loan Noteholder,
shall promptly release, or cause any related Custodian to release, the related
Mortgage File to the applicable Master Servicer or its designee and shall
deliver to the applicable Master Servicer or its designee such accompanying
release or discharge, duly executed. No expenses incurred in connection with
preparing or recording any instrument of satisfaction or deed of reconveyance
shall be chargeable to a Collection Account, the Shell Plaza Subordinate Note
Custodial Account, any Companion Note Custodial Account or the Distribution
Account. If the Mortgage has been recorded in the name of MERS or its designee,
the applicable Master Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. 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 applicable Master Servicer or the
applicable Special Servicer shall otherwise require any Mortgage File (or any
portion thereof) or, in the case of a Serviced Non-Pooled Mortgage Loan, the
related Mortgage Note, then, upon request of such Master Servicer and receipt
from such Master Servicer of a Request for Release in the form of Exhibit C-1
attached hereto


                                     -136-
<PAGE>

signed by a Servicing Officer thereof, or upon request of the applicable Special
Servicer and receipt from the applicable Special Servicer of a Request for
Release in the form of Exhibit C-2 attached hereto, the Trustee or, in the case
of a Serviced Non-Pooled Mortgage Loan, the related Serviced Non-Pooled Mortgage
Loan Noteholder shall release, or the Trustee shall cause any related Custodian
to release, such Mortgage File (or portion thereof) or such Mortgage Note to
such Master Servicer or such Special Servicer, as the case may be, or its
designee. Upon return of such Mortgage File (or portion thereof) to the Person
from whom it was obtained as described above, or upon the applicable Special
Servicer's delivery to such Person of an Officer's Certificate stating that (i)
such Mortgage Loan was liquidated and all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Collection Account, the related Companion Note Custodial Account(s) and/or the
Shell Plaza Subordinate Note Custodial Account, as applicable, pursuant to
Section 3.04 have been or will be so deposited or (ii) such Mortgage Loan has
become an REO Mortgage Loan, a copy of the Request for Release shall be returned
to the applicable Master Servicer or the applicable Special Servicer, as
applicable, by the Person to whom it was delivered as described above.

          (c) Within five (5) Business Days of the applicable Special Servicer's
request therefor (or, in case of an exigency, within such shorter period as is
reasonable under the circumstances), the Trustee and, in the case of a Serviced
Mortgage Loan Group, each Serviced Non-Pooled Mortgage Loan Noteholder shall
execute and deliver to the applicable Special Servicer, in the form supplied to
the Trustee or the Serviced Non-Pooled Mortgage Loan Noteholder, as applicable,
by such Special Servicer, any court pleadings, requests for trustee's sale or
other documents reasonably necessary, with respect to any Mortgage Loan, to the
foreclosure or trustee's sale in respect of the related Mortgaged Property or to
any legal action brought to obtain judgment against the related Borrower on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust, a Master Servicer, a Special Servicer or any related
Serviced Non-Pooled Mortgage Loan Noteholder; provided that the Trustee and each
such Serviced Non-Pooled Mortgage Loan Noteholder may alternatively execute and
deliver to the applicable Special Servicer, in the form supplied to the Trustee
and such Serviced Non-Pooled Mortgage Loan Noteholder, as applicable, by such
Special Servicer, a limited power of attorney issued in favor of such Special
Servicer, subject to Section 3.01(b), and empowering such Special Servicer to
execute and deliver any or all of such pleadings or documents on behalf of the
Trustee and each Serviced Non-Pooled Mortgage Loan Noteholder (however, neither
the Trustee nor any such Serviced Non-Pooled Mortgage Loan Noteholder shall be
liable for any misuse of such power of attorney by such Special Servicer).
Together with such pleadings or documents (or such power of attorney), the
applicable Special Servicer shall deliver to the Trustee or such Serviced
Non-Pooled Mortgage Loan Noteholder an Officer's Certificate requesting that
such pleadings or documents (or such power of attorney) be executed by the
Trustee or such Serviced Non-Pooled Mortgage Loan Noteholder and certifying as
to the reason such pleadings or documents are required and that the execution
and delivery thereof by the Trustee or such Serviced Non-Pooled Mortgage Loan
Noteholder (or by the applicable Special Servicer on behalf of such Person) 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.
Within five (5) Business Days following receipt, the Trustee shall forward any
documents it receives related to the servicing of the Pooled Mortgage Loans
(including but not limited to any court pleadings and other documents related to
legal action involving any Mortgagor or Mortgaged Property) to the applicable
Master Servicer or Special Servicer, as the case may be. Upon delivery of such
documents, the Trustee shall not be liable for any loss, claim or expense
related to any failure by such Master Servicer or Special Servicer to process
such documentation in a timely fashion. Any document delivered to a Master
Servicer or Special Servicer shall be deemed to have been duly delivered when
delivered via overnight carrier to the address of such party as set forth in
section 11.05.

          (d) If from time to time, pursuant to the terms of the Mortgage Loan
Group Intercreditor Agreement and the Non-Trust Servicing Agreement related to
the Non-Trust-Serviced Pooled Mortgage Loan, and as appropriate for enforcing
the terms of, or otherwise properly servicing, such Non-Trust-Serviced Pooled
Mortgage Loan, the related Non-Trust Master Servicer, the related Non-Trust
Special Servicer or the holder of a related Non-Pooled Pari Passu Companion Loan
requests delivery to it of the original Mortgage Note for such Non-Trust
Serviced Pooled Mortgage Loan, then the Trustee shall release or cause the
release of such original Mortgage Note to the requesting party or its designee.
In connection with the release of the original Mortgage Note for the
Non-Trust-Serviced Pooled Mortgage


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<PAGE>

Loan in accordance with the preceding sentence, the Trustee shall obtain such
documentation as is appropriate to evidence the holding by the related Non-Trust
Master Servicer, the related Non-Trust Special Servicer or such holder of a
related Non-Pooled Pari Passu Companion Loan, as the case may be, of such
original Mortgage Note as custodian on behalf of and for the benefit of the
Trustee.

          SECTION 3.11. Master Servicing and Special Servicing Compensation;
                        Interest on and Reimbursement of Servicing Advances;
                        Payment of Certain Expenses; Obligations of the Trustee
                        and the Fiscal Agent Regarding Back-up Servicing
                        Advances.

          (a) As compensation for its activities hereunder, each Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each
Mortgage Loan (including each Specially Serviced Mortgage Loan), and each REO
Mortgage Loan that was previously a Serviced Mortgage Loan, as to which it is
the applicable Master Servicer. As to each such Mortgage Loan and REO Mortgage
Loan, for each calendar month (commencing with June 2004) or any applicable
portion thereof, the Master Servicing Fee shall accrue at the related Master
Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan or such
REO Mortgage Loan, as the case may be, and shall be calculated on the same
Interest Accrual Basis as is applicable for such Mortgage Loan or REO Mortgage
Loan, as the case may be, 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 Mortgage 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. The Master Servicing Fee with respect to any Mortgage Loan
or any REO Mortgage Loan shall cease to accrue (but not as to any Replacement
Pooled Mortgage Loan with respect thereto) if a Liquidation Event occurs in
respect thereof. Furthermore, in the case of the Shell Plaza Non-Pooled
Subordinate Loan or any REO Mortgage Loan with respect thereto (but not as to
any Replacement Pooled Mortgage Loan with respect thereto), the Master Servicing
Fee shall cease to accrue if a Liquidation Event occurs in respect thereof.
Master Servicing Fees earned with respect to any Pooled Mortgage Loan or any REO
Pooled Mortgage Loan shall be payable monthly from payments of interest on such
Pooled Mortgage Loan or REO Revenues allocable as interest on such REO Pooled
Mortgage Loan, as the case may be. The applicable Master Servicer shall be
entitled to recover unpaid Master Servicing Fees in respect of any Pooled
Mortgage Loan or any REO Pooled Mortgage Loan out of the portion any related
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as
interest on such Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the case
may be. Master Servicing Fees earned with respect to any Serviced Non-Pooled
Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect
thereto) or the Shell Plaza Non-Pooled Subordinate Loan (or any successor REO
Mortgage Loan with respect thereto) shall be payable out of the related
Companion Note Custodial Account as provided in Section 3.05(f) or the Shell
Plaza Subordinate Note Custodial Account as provided in Section 3.05(g), as the
case may be. The Servicer Report Administrator shall be entitled to the Servicer
Report Administrator Fee (payable as provided in Section 8.05(a)) in respect of
all the Pooled Mortgage Loans and successor REO Mortgage Loans thereto.

          PAR and any successor holder of the Excess Servicing Fee Rights that
relate to the Serviced Mortgage Loans (and any successor REO Mortgage Loans with
respect to such Serviced Mortgage Loans) for which PAR is the applicable Master
Servicer shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in
part), and WFB and any successor holder of the Excess Servicing Fee Rights that
relate to the Serviced Mortgage Loans (and any successor REO Mortgage Loans with
respect to such Serviced Mortgage Loans) for which WFB is the applicable Master
Servicer shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in
part), in either case, to any Qualified Institutional Buyer or Institutional
Accredited Investor (other than a Plan), provided that no such transfer, sale,
pledge or other assignment shall be made unless (i) that transfer, sale, pledge
or other assignment is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws and
is otherwise made in accordance with the Securities Act and such state
securities laws, (ii) the prospective transferor shall have delivered to the
Depositor a certificate substantially in the form attached as Exhibit F-3A
hereto, and (iii) the prospective transferee shall have delivered to PAR or WFB,
as applicable, and the Depositor a certificate substantially in the form
attached as Exhibit F-3B hereto. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify an Excess Servicing
Fee Right under the Securities Act or any other securities law or to take any
action


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<PAGE>

not otherwise required under this Agreement to permit the transfer, sale, pledge
or assignment of an Excess Servicing Fee Right without registration or
qualification. PAR, WFB and each holder of an Excess Servicing Fee Right
desiring to effect a transfer, sale, pledge or other assignment of such Excess
Servicing Fee Right shall, and each of PAR and WFB hereby agrees, and each such
holder of an Excess Servicing Fee Right by its acceptance of such Excess
Servicing Fee Right shall be deemed to have agreed, in connection with any
transfer of such Excess Servicing Fee Right effected by such Person, to
indemnify the Certificateholders, the Trust, the Depositor, the Underwriters,
the Certificate Administrator, the Trustee, any Fiscal Agent, the Master
Servicers, the Certificate Registrar and the Special Servicers against any
liability that may result if such transfer is not exempt from registration
and/or qualification under the Securities Act or other applicable federal and
state securities laws or is not made in accordance with such federal and state
laws or in accordance with the foregoing provisions of this paragraph. By its
acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed
to have agreed not to use or disclose such information in any manner that could
result in a violation of any provision of the Securities Act or other applicable
securities laws or that would require registration of such Excess Servicing Fee
Right or any Non-Registered Certificate pursuant to the Securities Act. From
time to time following any transfer, sale, pledge or assignment of an Excess
Servicing Fee Right, the Person then acting as the Master Servicer with respect
to the Serviced Mortgage Loan or successor REO Mortgage Loan with respect
thereto to which the Excess Servicing Fee Right relates, shall pay, out of each
amount paid to such Master Servicer as Master Servicing Fees with respect to
such Mortgage Loan or REO Mortgage Loan, as the case may be, the related Excess
Servicing Fees to the holder of such Excess Servicing Fee Right within one
Business Day following the payment of such Master Servicing Fees to such Master
Servicer, in each case in accordance with payment instructions provided by such
holder in writing to such Master Servicer. The holder of an Excess Servicing Fee
Right shall not have any rights under this Agreement except as set forth in the
preceding sentences of this paragraph. None of the Certificate Administrator,
the other Master Servicer, the Certificate Registrar, the Depositor, the Special
Servicer, the Trustee or the Tax Administrator shall have any obligation
whatsoever regarding payment of the Excess Servicing Fee or the assignment or
transfer of the Excess Servicing Fee Right.

          A Master Servicer's right to receive the Master Servicing Fees (and,
in the case of the Servicer Report Administrator, the Servicer Report
Administrator Fees) to which it is entitled may not be transferred in whole or
in part except in connection with the transfer of all of such Master Servicer's
responsibilities and obligations under this Agreement and except as otherwise
expressly provided herein, including as contemplated by the prior paragraph.

          (b) Each Master Servicer shall be entitled to receive the following
items as additional servicing compensation (the following items, collectively,
"Additional Master Servicing Compensation"):

               (i) any and all Net Default Charges actually collected with
     respect to any Serviced Pooled Mortgage Loan for which such Master Servicer
     is the applicable Master Servicer or any successor REO Mortgage Loan with
     respect thereto, to the extent that such Net Default Charges are payable to
     such Master Servicer under Section 3.28 and any and all application fees
     for consents to approvals of assignments and assumptions, further
     encumbrances or other lender approvals, to the extent actually collected
     during the related Collection Period with respect to Performing Serviced
     Mortgage Loans for which such Master Servicer is the applicable Master
     Servicer;

               (ii) 50% of assumption fees, modification fees, extension fees,
     consent fees, release fees, waiver fees, fees paid in connection with
     defeasance and earn-out fees or other similar fees (excluding Prepayment
     Premiums and Yield Maintenance Charges), in each case to the extent
     actually collected during the related Collection Period with respect to
     Performing Serviced Mortgage Loans for which such Master Servicer is the
     applicable Master Servicer and paid in connection with a consent, approval
     or other action that the applicable Master Servicer is not permitted to
     take in the absence of the consent or approval (or deemed consent or
     approval) of the applicable Special Servicer under the other provisions of
     this Agreement and 100% of assumption fees, modification fees, extension
     fees, consent fees, release fees, waiver fees, fees paid in connection with
     defeasance and earn-out fees or other similar fees (excluding Prepayment
     Premiums and Yield Maintenance Charges), in each case to the extent
     actually collected during the related Collection Period with respect to
     Performing Serviced Mortgage Loans for which such Master Servicer is the
     applicable Master Servicer and paid in connection with a


                                     -139-
<PAGE>

     consent, approval or other action that such Master Servicer is permitted to
     take in the absence of the consent or approval (or deemed consent or
     approval) of the applicable Special Servicer under the other provisions of
     this Agreement;

               (iii) any and all charges for beneficiary statements or demands,
     amounts collected for checks returned for insufficient funds and other loan
     processing fees actually paid by the Borrowers under Serviced Mortgage
     Loans for which such Master Servicer is the applicable Master Servicer;

               (iv) any and all Prepayment Interest Excesses collected with
     respect to the Pooled Mortgage Loans for which such Master Servicer is the
     applicable Master Servicer;

               (v) interest or other income earned on deposits in the Investment
     Accounts maintained by such Master Servicer, in accordance with Section
     3.06(b) (but only to the extent of the Net Investment Earnings, if any,
     with respect to any such Investment Account for each Collection Period and,
     further, in the case of a Servicing Account or Reserve Account, only to the
     extent such interest or other income is not required to be paid to any
     Borrower under applicable law or under the related Mortgage).

          To the extent that any of the amounts described in clauses (i) through
(iv) in the preceding paragraph are collected by a Special Servicer, such
Special Servicer shall promptly pay such amounts to the applicable Master
Servicer.

          (c) As compensation for its activities hereunder, each Special
Servicer shall be entitled to receive monthly the Special Servicing Fee with
respect to each Specially Serviced Mortgage Loan for which it is the applicable
Special Servicer, and each REO Mortgage Loan thereto that relates to an
Administered REO Property for which it is the applicable Special Servicer. As to
each such Specially Serviced Mortgage Loan and REO Mortgage Loan, for any
particular calendar month or applicable portion thereof, the Special Servicing
Fee shall accrue at the Special Servicing Fee Rate on the Stated Principal
Balance of such Specially Serviced Mortgage Loan or such REO Mortgage Loan, as
the case may be, and shall be calculated on the same Interest Accrual Basis as
is applicable for such Specially Serviced Mortgage Loan or REO Mortgage Loan, as
the case may be, and for the same number of days respecting which any related
interest payment due on such Specially Serviced Mortgage Loan or deemed to be
due on such REO Mortgage 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. The Special Servicing Fee with respect to
any Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease to accrue
as of the date a Liquidation Event occurs in respect thereof (or, in the case of
the Shell Plaza Non-Pooled Subordinate Loan or any successor REO Mortgage Loan
with respect thereto, in respect of the Shell Plaza Pooled Mortgage Loan or REO
Property) or, in the case of a Specially Serviced Mortgage Loan, as of the date
it becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees
with respect to Pooled Mortgage Loans that are Specially Serviced Mortgage Loans
and REO Pooled Mortgage Loans shall be payable (pursuant to Section 3.05(a))
monthly first out of related Liquidation Proceeds, Insurance Proceeds and/or
Condemnation Proceeds, if any, and then out of general collections on the Pooled
Mortgage Loans and any REO Properties on deposit in the applicable Collection
Account and earned but unpaid Special Servicing Fees with respect to any
Serviced Non-Pooled Mortgage Loan or any successor REO Mortgage Loan with
respect thereto shall be payable solely out of the proceeds of such Serviced
Non-Pooled Mortgage Loan; provided, however, that any Special Servicing Fees
earned with respect to the Shell Plaza Pooled Mortgage Loan will be payable out
of any collections on or with respect to the Shell Plaza Non-Pooled Subordinate
Loan and/or the Shell Plaza Non-Pooled Subordinate Noteholder's share of
collections on any related REO Property prior to payment out of any collections
otherwise described above.

          As further compensation for its activities hereunder, each Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Serviced Mortgage Loan that is a Corrected Mortgage Loan and for which such
Special Servicer is the applicable Special Servicer, unless the basis on which
such Serviced Mortgage Loan became a Corrected Mortgage Loan was the remediation
of a circumstance or condition relating to the related Pooled Mortgage Loan
Seller's obligation to repurchase such Mortgage Loan pursuant to the related
Pooled Mortgage Loan Purchase Agreement, as applicable, in which case, if such
Mortgage Loan is repurchased within the Initial Resolution Period (and, if
applicable


                                     -140-
<PAGE>

any Resolution Extension Period as is permitted under Section 2.03) no Workout
Fee will be payable from or based upon the receipt of, any Purchase Price paid
by the related Pooled Mortgage Loan Seller in satisfaction of such repurchase
obligation. As to each such Corrected Mortgage Loan, the Workout Fee shall be
payable out of, and shall be calculated by application of the Workout Fee Rate
to, each payment of interest (other than Post-ARD Additional Interest and
Default Interest) and principal received from the related Borrower on such
Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan and
any Workout Fees earned with respect to any Serviced Non-Pooled Mortgage Loan or
any successor REO Mortgage Loan with respect thereto shall be payable solely out
of the proceeds of such Serviced Non-Pooled Mortgage Loan; provided, however,
that any Workout Fees earned with respect to the Shell Plaza Pooled Mortgage
Loan will be payable out of any collections on or with respect to the Shell
Plaza Non-Pooled Subordinate Loan and/or the Shell Plaza Non-Pooled Subordinate
Noteholder's share of collections on any related REO Property prior to payment
out of any collections otherwise described above. The Workout Fee with respect
to any Corrected Mortgage Loan will cease to be payable if such Corrected
Mortgage Loan again becomes a Specially Serviced Mortgage Loan or if the related
Mortgaged Property becomes an REO Property; provided that a new Workout Fee
would become payable if and when such Serviced Mortgage Loan again became a
Corrected Mortgage Loan after having again become a Specially Serviced Mortgage
Loan. If a Special Servicer is terminated or resigns, such Special Servicer
shall retain the right (and the applicable successor Special Servicer shall not
have the right) to receive any and all Workout Fees payable in respect of (i)
any Serviced Mortgage Loans serviced by such Special Servicer that became
Corrected Mortgage Loans during the period that it acted as Special Servicer and
that were still Corrected Mortgage Loans at the time of such termination or
resignation and (ii) unless such Special Servicer was terminated for cause (in
which case only clause (i) above shall apply), any Serviced Mortgage Loans that
constitute Specially Serviced Mortgage Loans for which such Special Servicer has
resolved the circumstances and/or conditions causing any such Mortgage Loan to
be a Specially Serviced Mortgage Loan such that the related Borrower has made at
least one timely Monthly Payment as of the date of such termination or
resignation and such Mortgage Loan otherwise meets the requirements of a
Corrected Mortgage Loan, with the Workout Fee with respect to such Mortgage Loan
payable only after such requirements have been satisfied; provided, however,
that (A) in either case no other event has occurred as of the time of such
Special Servicer's termination or resignation that would otherwise cause such
Mortgage Loan to again become a Specially Serviced Mortgage Loan and (B) in the
case of any Specially Serviced Mortgage Loan described in clause (ii) of this
sentence, such terminated Special Servicer shall immediately deliver the related
Servicing File to the applicable Master Servicer, and the applicable Master
Servicer shall (without further compensation) monitor that all conditions
precedent to such Mortgage Loan's becoming a Corrected Mortgage Loan are
satisfied and, further, shall immediately transfer such Servicing File to the
new applicable Special Servicer if and when it becomes apparent to the
applicable Master Servicer that such conditions precedent will not be satisfied.

          As further compensation for its activities hereunder, each Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Serviced Mortgage Loan for which it is the applicable Special Servicer and
that is a Specially Serviced Mortgage Loan as to which it receives any full,
partial or discounted payoff from the related Borrower and with respect to each
Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan and
Administered REO Property for which it is the applicable Special Servicer and as
to which it receives any Condemnation Proceeds, Insurance Proceeds or
Liquidation Proceeds (other than in connection with (A) the purchase of any such
Specially Serviced Mortgage Loan by such Special Servicer, the Shell Plaza
Non-Pooled Subordinate Noteholder (in the case of a Mortgage Loan in the Shell
Plaza Loan Group) or the Majority Controlling Class Certificateholder(s)
pursuant to or as contemplated by Section 3.18 or Section 3.25, (B) the purchase
or other acquisition of any such Specially Serviced Mortgage Loan or
Administered REO Property by any Controlling Class Certificateholder(s), the
Sole Certificateholder(s), a Master Servicer or a Special Servicer pursuant to
Section 9.01, (C) the repurchase or replacement of any such Specially Serviced
Mortgage Loan or Administered REO Property by a Pooled Mortgage Loan Seller
pursuant to the related Pooled Mortgage Loan Purchase Agreement as a result of a
Material Breach or Material Document Defect, (D) the purchase of any such
Specially Serviced Mortgage Loan or Administered REO Property by any other
creditor of the related Borrower or any of its Affiliates or other equity
holders pursuant to a right under the related Mortgage Loan Documents (provided
that such right is exercised within the period and in the manner required under
such Mortgage Loan Documents and the payment of the Liquidation Fee would not
otherwise be covered by the price to be paid by such creditor), or (E) any
Liquidation Event involving the Non-Trust-Serviced Pooled Mortgage Loan or any
related REO Property (including any



                                     -141-
<PAGE>

purchase of such Mortgage Loan by the holder of any related Non-Trust-Serviced
Non-Pooled Pari Passu Companion Loan in accordance with the related Mortgage
Loan Group Intercreditor Agreement and the related Non-Trust Servicing
Agreement)). As to each such Specially Serviced Mortgage Loan or Administered
REO Property, the Liquidation Fee shall be payable out of, and shall be
calculated by application of the Liquidation Fee Rate to, any such full, partial
or discounted payoff, Condemnation Proceeds, Insurance Proceeds and/or
Liquidation Proceeds received or collected in respect thereof (other than any
portion of such payment or proceeds that represents Post-ARD Additional Interest
or Default Charges) and any Liquidation Fees earned with respect to the Shell
Plaza Non-Pooled Subordinate Loan will be payable solely out of collections on
the Shell Plaza Non-Pooled Subordinate Loan; provided, however, that any
Liquidation Fees earned with respect to the Shell Plaza Pooled Mortgage Loan
shall be payable out of any collections on or with respect to the Shell Plaza
Non-Pooled Subordinate Loan and/or the Shell Plaza Non-Pooled Subordinate
Noteholder's share of collections on any related REO Property prior to payment
out of any collections otherwise described above. The Liquidation Fee with
respect to any such Specially Serviced Mortgage Loan will not be payable if such
Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan.

          A Special Servicer's right to receive any Special Servicing Fee,
Workout Fee and/or Liquidation Fee to which it is entitled may not be
transferred in whole or in part except in connection with the transfer of all of
such Special Servicer's responsibilities and obligations under this Agreement
and except as otherwise expressly provided herein.

          (d) Each Special Servicer shall be entitled to receive the following
items as additional special servicing compensation (the following items,
collectively, the "Additional Special Servicing Compensation"):

               (i) any and all Net Default Charges actually collected with
     respect to any Serviced Pooled Mortgage Loan for which such Special
     Servicer is the applicable Special Servicer or any successor REO Mortgage
     Loan with respect thereto, to the extent that such Net Default Charges are
     payable to such Special Servicer under Section 3.28; and any and all
     assumption fees, assumption application fees, modification fees, extension
     fees, consent fees, release fees, waiver fees, fees paid in connection with
     defeasance and earn-out fees or other similar fees (excluding Prepayment
     Premiums and Yield Maintenance Charges), to the extent actually collected
     during the related Collection Period with respect to any Specially Serviced
     Mortgage Loans or any REO Mortgage Loans (other than any Non-Trust-Serviced
     Mortgage Loan or any successor REO Property with respect thereto) for which
     such Special Servicer is the applicable Special Servicer;

               (ii) 50% of any assumption fees, modification fees, extension
     fees, consent fees, release fees, waiver fees, fees paid in connection with
     defeasance and earn-out fees or other similar fees (excluding Prepayment
     Premiums and Yield Maintenance Charges), in each case to the extent
     actually collected during the related Collection Period with respect to
     Performing Serviced Mortgage Loans or REO Mortgage Loans for which such
     Special Servicer is the applicable Special Servicer in connection with a
     consent, approval or other action that the applicable Master Servicer is
     not permitted to take in the absence of the consent or approval (or deemed
     consent or approval) of such Special Servicer under the other provisions of
     this Agreement; and

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

          To the extent that any of the amounts described in clauses (i) and
(ii) of the preceding paragraph are collected by a Master Servicer, such Master
Servicer shall promptly pay such amounts to the applicable Special Servicer and
shall not be required to deposit such amounts in such Master Servicer's
Collection Account or, if otherwise applicable, the Shell Plaza Subordinate Note
Custodial Account pursuant to Section 3.04.

          (e) The Master Servicers and the Special Servicers shall each be
required (subject to Section 3.11(h) below) to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of any amounts due and owing to any of Sub-Servicers retained
by it (including any termination fees)


                                     -142-
<PAGE>

and the premiums for any blanket policy or the standby fee or similar premium,
if any, for any master force placed policy obtained by it insuring against
hazard losses pursuant to Section 3.07(b)), if and to the extent such expenses
are not payable directly out of any Collection Account, any Companion Note
Custodial Account or the Shell Plaza Subordinate Note Custodial Account, or any
Servicing Account, Reserve Account or REO Account, and none of the Master
Servicers or the Special Servicers shall be entitled to reimbursement for any
such expense incurred by it except as expressly provided in this Agreement. If
either Master Servicer is required to make any Servicing Advance hereunder at
the discretion of a Special Servicer in accordance with Section 3.19 or
otherwise, such Special Servicer shall promptly provide such Master Servicer
with such documentation regarding the subject Servicing Advance as such Master
Servicer may reasonably request.

          (f) If a Master Servicer or, as contemplated by Section 3.19, a
Special Servicer is required under this Agreement to make a Servicing Advance,
but fails to do so within ten (10) days after such Advance is required to be
made, the Trustee shall, if it has actual knowledge of such failure on the part
of such Master Servicer or such Special Servicer, as the case may be, give
notice of such failure to the defaulting party. If such Advance is not made by
such Master Servicer or such Special Servicer, as the case may be, within one
Business Day after receipt of such notice, then (subject to Section 3.11(h)
below) the Trustee (or, if the Trustee fails to make such Advance, the Fiscal
Agent) shall make such Advance. If the Fiscal Agent makes any such Servicing
Advance, the Trustee shall be deemed not to be in default under this Agreement
for failing to do so.

          (g) The Master Servicers, the Special Servicers, the Trustee and the
Fiscal Agent 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 (with its own funds), for so long as such Servicing Advance
is outstanding (it being acknowledged that Advance Interest shall not accrue on
Unliquidated Advances related to prior Servicing Advances). Such interest with
respect to any Servicing Advances shall be payable: (i) first, in accordance
with Sections 3.05 and 3.28, out of any Default Charges subsequently collected
on or in respect of the particular Pooled Mortgage Loan or REO Pooled Mortgage
Loan as to which such Servicing Advance relates; and (ii) then, after such
Servicing Advance is reimbursed, but only if and to the extent that such Default
Charges are insufficient to cover such Advance Interest, out of general
collections on the Mortgage Loans and REO Properties on deposit in the
applicable Master Servicer's Collection Account or, as and to the extent
contemplated by the second paragraph of Section 3.05(a), the other Master
Servicer's Collection Account (subject to, however, the proviso at the end of
the first paragraph of Subsection (I) of Section 3.05(a)). The applicable Master
Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse
itself, the applicable Special Servicer, the Trustee or the Fiscal Agent, as
appropriate, for any Servicing Advance made by any such Person with respect to
any Mortgage Loan or REO Property as to which such Master Servicer is the
applicable Master Servicer as soon as practicable after funds available for such
purpose are deposited in such Master Servicer's Collection Account or a
Companion Note Custodial Account or (if such Master Servicer is the applicable
Master Servicer) the Shell Plaza Subordinate Note Custodial Account maintained
by such Master Servicer, as applicable.

          (h) Notwithstanding anything to the contrary set forth herein, none of
the Master Servicers, the Special Servicers, the Trustee or the Fiscal Agent
shall be required to make any Servicing Advance that would, if made, constitute
a Nonrecoverable Servicing Advance. The determination by any Person with an
obligation hereunder to make Servicing Advances that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be made by such
Person in its reasonable, good faith judgment. In making such recoverability
determination, such Person will be entitled to consider (among other things)
only the obligations of the Borrower under the terms of the related Mortgage
Loan as it may have been modified, to consider (among other things) the related
Mortgaged Properties in their "as is" or then current conditions and
occupancies, as modified by such party's assumptions regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties,
to estimate and consider (among other things) future expenses and to estimate
and consider (among other things) the timing of recoveries. In addition, any
such Person may update or change its recoverability determinations at any time
and may obtain any analysis, Appraisals or market value estimates or other
information in the possession of the applicable Special Servicer for such
purposes. Any determination by any Person with an obligation hereunder to make
Servicing Advances that it has made a Nonrecoverable Servicing Advance or that
any proposed


                                     -143-
<PAGE>

Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance,
shall be evidenced by an Officer's Certificate delivered promptly to the
Depositor, the Certificate Administrator, the Trustee (unless it is the Person
making such determination), the applicable Special Servicer and the Controlling
Class Representative and, if affected, the Shell Plaza Non-Pooled Subordinate
Noteholder, setting forth the basis for such determination, accompanied by a
copy of any Appraisal of the related Mortgaged Property or REO Property
performed within the 12 months preceding such determination by a Qualified
Appraiser, and, if such reports were used by the Master Servicer, the Trustee or
the Fiscal Agent to determine that any Servicing Advance is or would be
nonrecoverable, further accompanied by any other information, including
engineers' reports, environmental surveys or similar reports, that the Person
making such determination may have obtained. Notwithstanding the foregoing,
absent bad faith, any such determination as to the recoverability of any
Servicing Advance shall be conclusive and binding on the Certificateholders and,
in all cases, the Trustee and the Fiscal Agent shall be entitled to conclusively
rely on any determination of nonrecoverability that may have been made by the
applicable Master Servicer or Special Servicer or, if appropriate, any party
under the related Non-Trust Servicing Agreement (in the case of the
Non-Trust-Serviced Pooled Mortgage Loan) with respect to a particular Servicing
Advance for any Mortgage Loan or REO Property, and the applicable Master
Servicer and the applicable Special Servicer shall each be entitled to
conclusively rely on any determination of nonrecoverability that may have been
made by the other such party or, if appropriate, any party under the related
Non-Trust Servicing Agreement (in the case of the Non-Trust-Serviced Pooled
Mortgage Loan) with respect to a particular Servicing Advance for any Mortgage
Loan or REO Property. The applicable Special Servicer shall promptly furnish any
party required to make Servicing Advances hereunder with any information in its
possession regarding the Specially Serviced Pooled Mortgage Loans and REO
Properties as such party required to make Servicing Advances may reasonably
request. A copy of any such Officer's Certificate (and accompanying information)
of a Master Servicer shall also be delivered promptly to the applicable Special
Servicer, a copy of any such Officer's Certificate (and accompanying
information) of the applicable Special Servicer shall also be promptly delivered
to the Master Servicer for the subject Mortgage Loan or REO Property, and a copy
of any such Officer's Certificates (and accompanying information) of the Trustee
or the Fiscal Agent shall also be promptly delivered to the Certificate
Administrator, the Controlling Class Representative (and, if affected, the Shell
Plaza Non-Pooled Subordinate Noteholder), the applicable Special Servicer and
the Master Servicer for the subject Mortgage Loan or REO Property. The
applicable Master Servicer shall consider Unliquidated Advances in respect of
prior Servicing Advances as outstanding Advances for purposes of recoverability
determinations as if such Unliquidated Advance were a Servicing Advance.

          The applicable Special Servicer for each Pooled Mortgage Loan shall
also be entitled to make a determination (subject to the same standards and
procedures that apply in connection with a determination by the applicable
Master Servicer) to the effect that a prior Servicing Advance (or Unliquidated
Advance in respect thereof) previously made hereunder by the applicable Master
Servicer (or, if applicable, the Trustee or the Fiscal Agent) constitutes a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance by the
applicable Master Servicer (or, if applicable, the Trustee or the Fiscal Agent),
if made, would constitute a Nonrecoverable Servicing Advance, in which case such
Servicing Advance shall constitute a Nonrecoverable Servicing Advance for all
purposes of this Agreement.

          (i) Notwithstanding anything to the contrary set forth herein, the
applicable Master Servicer may (and, at the direction of the applicable Special
Servicer if a Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan
or an Administered REO Property is involved, shall) pay directly out of such
Master Servicer's Collection Account any servicing expense that, if paid by the
applicable Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance for the subject Mortgage Loan or REO Property;
provided that (A) it shall be a condition to such payment that the applicable
Master Servicer (or the applicable Special Servicer, if a Specially Serviced
Mortgage Loan or an Administered REO Property is involved) has determined in
accordance with the Servicing Standard that making such payment is in the best
interests of the Certificateholders and, if applicable, the Serviced Non-Pooled
Mortgage Loan Noteholders (as a collective whole), as evidenced by an Officer's
Certificate delivered promptly to the Depositor, the Certificate Administrator,
the Trustee and the Controlling Class Representative and, if affected, the
Serviced Non-Pooled Mortgage Loan Noteholders, setting forth the basis for such
determination and accompanied by any information that such Person may have
obtained that supports such determination; (B) if such servicing expense relates
to


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a Serviced Mortgage Loan Group, the payment of such expense shall be subject to
the proviso at the end of the first paragraph of Subsection (I) of Section
3.05(a); and (C) such servicing expense shall be deemed to constitute a
Nonrecoverable Advance for purposes of subsection (II)(iv) of Section 3.05(a)
and the definition of "Principal Distribution Amount" and the terms and
conditions set forth in such subsection that are applicable to Nonrecoverable
Advances shall apply to such servicing expense. A copy of any such Officer's
Certificate (and accompanying information) of a Master Servicer shall also be
delivered promptly to the Controlling Class Representative (and, if a Serviced
Mortgage Loan Group is involved, any affected Serviced Non-Pooled Mortgage Loan
Noteholder(s)) and the applicable Special Servicer, and a copy of any such
Officer's Certificate (and accompanying information) of the applicable Special
Servicer shall also be promptly delivered to the applicable Master Servicer and
the Controlling Class Representative (and, if a Serviced Mortgage Loan Group is
involved, any affected Serviced Non-Pooled Mortgage Loan Noteholder(s)).

          SECTION 3.12. Property Inspections; Collection of Financial
                        Statements.

          (a) The applicable Special Servicer shall perform or cause to be
performed a physical inspection of a Mortgaged Property securing a Specially
Serviced Mortgage Loan as soon as practicable (but in any event not later than
60 days) after the subject Serviced Mortgage Loan becomes a Specially Serviced
Mortgage Loan (and such Special Servicer shall continue to perform or cause to
be performed a physical inspection of the subject Mortgaged Property at least
once per calendar year thereafter for so long as the subject Serviced Mortgage
Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property
becomes an REO Property); provided that such Special Servicer shall be entitled
to reimbursement of the reasonable and direct out-of-pocket expenses incurred by
it in connection with each such inspection as Servicing Advances and otherwise
as contemplated by Section 3.05(a). The applicable Master Servicer shall, at its
own expense, inspect or cause to be inspected each Mortgaged Property (other
than the Mortgaged Property securing the Non-Trust-Serviced Pooled Mortgage
Loan, Mortgaged Properties related to Specially Serviced Mortgage Loans and REO
Properties), every calendar year beginning in 2005, or every second calendar
year beginning in 2005 if the unpaid principal balance of the related Serviced
Pooled Mortgage Loan is less than $2,000,000; provided that with respect to any
Serviced Pooled Mortgage Loan (other than a Specially Serviced Pooled Mortgage
Loan) that has an unpaid principal balance of less than $2,000,000 and has been
placed on the CMSA Servicer Watch List, the applicable Master Servicer, at its
own expense, shall, at the request of the Controlling Class Representative (or,
if affected, the Shell Plaza Controlling Party), inspect or cause to be
inspected the related Mortgaged Property every calendar year beginning in 2005
so long as such Mortgage Loan continues to be on the CMSA Servicer Watch List;
and provided, further, that neither Master Servicer will be obligated to inspect
any particular Mortgaged Property during any one-year or two-year, as
applicable, period contemplated above in this sentence, if the applicable
Special Servicer has already done so during that period pursuant to the
preceding sentence. Each of the Master Servicers and the Special Servicers shall
prepare (and, promptly following preparation, if there has been a material
adverse change in the condition of the subject Mortgaged Property or REO
Property, as applicable), deliver to or make available (on such Master
Servicer's or Special Servicer's internet website) to the Trustee, the
Controlling Class Representative and the applicable Master Servicer or Special
Servicer (and, if applicable, the Shell Plaza Non-Pooled Subordinate
Noteholder), and the Rating Agencies) a written report of each such inspection
performed by it or on its behalf that sets forth in detail the condition of the
subject Mortgaged Property and that specifies the occurrence or existence of:
(i) any vacancy in the Mortgaged Property that is, in the reasonable judgment of
such Master Servicer or Special Servicer (or its respective designee), 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 such Master Servicer
or Special Servicer (or its respective designee), 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. Such report
may be in the form of the standard property inspection report (or such other
form for the presentation of such information) as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally. Each of the Master Servicers and the Special Servicers shall deliver
to the Controlling Class Representative and, if applicable, the Shell Plaza
Non-Pooled Subordinate Noteholder and, upon request, to the Certificate
Administrator and the Trustee a copy (or image in suitable electronic media) of
each such written report prepared by it, in each case within 30 days following
the request (or, if later


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or if request is not required, within 30 days following the later of completion
of the related inspection if the inspection is performed by the applicable
Master Servicer or Special Servicer, as appropriate, or receipt of the related
inspection report if the inspection is performed by a third party). The copy of
each such inspection report that is delivered by a Master Servicer or Special
Servicer to the Controlling Class Representative shall be imaged with the ARCap
Naming Convention for Electronic File Delivery.

          (b) Commencing with respect to the calendar quarter ended June 30,
2004, the applicable Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the applicable Master Servicer, in the case of each
Performing Serviced Mortgage Loan, shall make reasonable efforts to collect
promptly from each related Borrower quarterly and annual operating statements,
budgets and rent rolls of the related Mortgaged Property, and quarterly and
annual financial statements of such Borrower, whether or not delivery of such
items is required pursuant to the terms of the related Mortgage Loan Documents.
The applicable Master Servicer shall deliver images in suitable electronic media
(and labeled according to the ARCap Naming Convention for Electronic File
Delivery) of all of the foregoing items so collected or obtained by it to the
Persons and in the time and manner set forth in Section 4.02(d) and shall also
deliver the foregoing items so collected or obtained by it with respect to the
Shell Plaza Loan Group to the Shell Plaza Non-Pooled Subordinate Noteholder in
the time and manner set forth in Section 4.02(d). In addition, the applicable
Special Servicer shall cause quarterly and annual operating statements, budgets
and rent rolls to be regularly prepared in respect of each REO Property and
shall collect all such items promptly following their preparation. The
applicable Special Servicer shall deliver images in suitable electronic media
(and labeled according to the ARCap Naming Convention for Electronic File
Delivery) of all of the foregoing items so collected or obtained by it to the
applicable Master Servicer, the Controlling Class Representative and, if
applicable, the Shell Plaza Non-Pooled Subordinate Noteholder, within 30 days of
its receipt thereof.

          SECTION 3.13. Annual Statement as to Compliance.

          Each of the Master Servicers and the Special Servicers shall deliver
to the Trustee, the Certificate Administrator, the Depositor, the Underwriters,
the Controlling Class Representative and (only if such delivery is being made by
the applicable Master Servicer or Special Servicer for a Serviced Mortgage Loan
Group) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), on or
before March 15 (except that such date shall be May 1st for every year after
notice is provided by (i) the Certificate Administrator and (ii) each
counterpart to the Certificate Administrator in any securitization of any of the
Lincoln Square Non-Pooled Pari Passu Mortgage Loans, of its filing of a Form 15
relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act as provided for in Section 8.15(a) (or, in the case of any
securitization of the Lincoln Square Non-Pooled Pari Passu Mortgage Loans, any
substantially similar provision in the pooling and servicing agreement related
to such securitization, provided that a copy of such agreement has been
delivered to the parties hereto unless such party was a party to such other
pooling and servicing agreement)) of each year, beginning in 2005, an Officer's
Certificate (the "Annual Performance Certification") stating, as to the signer
thereof, that (i) a review of the activities of such Master Servicer or such
Special Servicer, as the case may be, during the preceding calendar year and of
its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
such Master Servicer or such Special Servicer, as the case may be, has fulfilled
all of its obligations under this Agreement in all material respects throughout
such year (or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof), and (iii) such Master Servicer or such Special Servicer, as
the case may be, has received no notice regarding the qualification, or
challenging the status, of any REMIC Pool as a REMIC or either Grantor Trust
Pool as a Grantor Trust from the IRS or any other governmental agency or body
(or, if it has received any such notice, specifying the details thereof).

          SECTION 3.14. Reports by Independent Public Accountants.

          On or before March 15 (except that such date shall be May 1st for
every year after notice is provided by (i) the Certificate Administrator and
(ii) each counterpart to the Certificate Administrator in any securitization of
any of the Lincoln Square Non-Pooled Pari Passu Mortgage Loans, of its filing of
a Form 15 relating to the automatic suspension


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of reporting in respect of the Trust under the Exchange Act as provided for in
Section 8.15(a) (or, in the case of any securitization of the Lincoln Square
Non-Pooled Pari Passu Mortgage Loans, any substantially similar provision in the
pooling and servicing agreement related to such securitization , provided that a
copy of such agreement has been delivered to the parties hereto unless such
party was a party to such other pooling and servicing agreement)) of each year,
beginning in 2005, each of the Master Servicers and the Special Servicers, at
its expense, shall cause a firm of independent public accountants that is a
member of the American Institute of Certified Public Accountants to render and
to deliver (or shall itself deliver such a statement that has been rendered) a
statement (the "Annual Accountants' Report") to the Trustee, the Certificate
Administrator, the Depositor, the Underwriters, the Controlling Class
Representative and (only if such delivery is being made with respect to the
applicable Master Servicer or Special Servicer for a Serviced Mortgage Loan
Group) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), to the
effect that such firm has examined the servicing operations of such Master
Servicer or such Special Servicer, as the case may be, for the previous calendar
year and that, on the basis of such examination, conducted substantially in
compliance with USAP, such firm confirms that such Master Servicer or such
Special Servicer, as the case may be, has complied during such previous calendar
year with the minimum servicing standards (to the extent applicable to
commercial and multifamily mortgage loans) identified in USAP in all material
respects, except for such significant exceptions or errors in records that, in
the opinion of such firm, USAP requires it to report. 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.

          SECTION 3.15. Access to Information.

          (a) Each of the Master Servicers and the Special Servicers shall
afford to the OTS, the FDIC, any other banking or insurance regulatory authority
that may exercise authority over any Certificateholder or Certificate Owner, the
Certificate Administrator, the Trustee, the Fiscal Agent, the Depositor, each
Underwriter, each Rating Agency, the Controlling Class Representative and each
Serviced Non-Pooled Mortgage Loan Noteholder, access to any records regarding
the Mortgage Loans (or, in the case of a Serviced Non-Pooled Mortgage Loan
Noteholders, only the related Serviced Non-Pooled Mortgage Loans) and the
servicing thereof within its control, except to the extent it is prohibited from
doing so by applicable law, the terms of the related Mortgage Loan Documents or
contract entered into prior to the Closing Date or to the extent such
information is subject to a privilege under applicable law to be asserted on
behalf of the Certificateholders. At the election of the applicable Master
Servicer, such access may be afforded to the Certificate Administrator, the
Trustee, the Fiscal Agent, the Depositor, each Rating Agency, the Controlling
Class Representative and each Serviced Non-Pooled Mortgage Loan Noteholder, by
the delivery of copies of information as requested by such Person and the
applicable Master Servicer shall be permitted to require payment of a sum
sufficient to cover the reasonable out-of-pocket costs incurred by it in making
such copies (other than with respect to the Rating Agencies); provided, however,
that the applicable Master Servicer shall be entitled to require such payment
from the Controlling Class Representative in any single calendar month only to
the extent that such costs in such month exceed $100.00. Such access shall
otherwise be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the particular Master
Servicer or Special Servicer, as the case may be, designated by it.

          (b) In connection with providing access to information pursuant to
clause (a) of this Section 3.15, each of the Master Servicers and the Special
Servicers may (i) affix a reasonable disclaimer to any information provided by
it for which it is not the original source (without suggesting liability on the
part of any other party hereto); (ii) affix to any information provided by it a
reasonable statement regarding securities law restrictions on such information
and/or condition access to information on the execution of a reasonable
confidentiality agreement; (iii) withhold access to confidential information or
any intellectual property; and (iv) withhold access to items of information
contained in the Servicing File for any Serviced Mortgage Loan if the disclosure
of such items is prohibited by applicable law or the provisions of any related
Mortgage Loan Documents or would constitute a waiver of the attorney-client
privilege.

          (c) Upon the request of the Controlling Class Representative or the
Shell Plaza Controlling Party, as applicable, made not more frequently than once
a month during the normal business hours of the Master Servicers and the


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Special Servicers, each of the Master Servicers and the Special Servicers shall,
without charge, make a knowledgeable Servicing Officer available either by
telephone (with Servicing Officers of each of the Master Servicers and Special
Servicers participating simultaneously if the Controlling Class Representative
or the Shell Plaza Controlling Party, as applicable, so requests) or, at the
option of the Controlling Class Representative or the Shell Plaza Controlling
Party, as applicable, if it provides reasonable advance notice, at the office of
such Servicing Officer, to verbally answer questions from the Controlling Class
Representative or the Shell Plaza Controlling Party, as applicable, regarding
the performance and servicing of the Serviced Mortgage Loans and/or Administered
REO Properties for which such Master Servicer or such Special Servicer, as the
case may be, is responsible.

          (d) Notwithstanding any provision of this Agreement to the contrary,
the failure of a Master Servicer or Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not
constitute a breach of this Agreement to the extent that such Master Servicer or
such Special Servicer, as the case may be, determines, in its reasonable and
good faith judgment consistent with the Servicing Standard, that such disclosure
would violate applicable law or any provision of a Mortgage Loan Document
prohibiting disclosure of information with respect to the Mortgage Loans or the
Mortgaged Properties, constitute a waiver of the attorney-client privilege on
behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or
the Trust Fund.

          (e) None of the Master Servicers or the Special Servicers shall be
liable for providing, disseminating or withholding information in accordance
with the terms of this Agreement. In addition to their other rights hereunder,
each of the Master Servicers and the Special Servicers (and their respective
employees, attorneys, officers, directors and agents) shall, in each case, be
indemnified by the Trust Fund for any claims, losses or expenses arising from
any such provision, dissemination or withholding.

          SECTION 3.16. Title to Administered REO Property; REO Account.

          (a) If title to any Administered REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee, on behalf of
the Certificateholders (and, in the case of a Serviced Mortgage Loan Group, also
the related Serviced Non-Pooled Mortgage Loan Noteholder(s)), or, subject to
Section 3.09(b), to a single member limited liability company of which the Trust
is the sole member, which limited liability company is formed or caused to be
formed by the applicable Special Servicer at the expense of the Trust (or, in
the case of any REO Property related to a Pooled Mortgage Loan that is part of a
Serviced Mortgage Loan Group, the Trust and the related Serviced Non-Pooled
Mortgage Loan Noteholders; it being the intention that any related Serviced
Non-Pooled Subordinate Noteholder bear such expense prior to the Trust and any
related Serviced Non-Pooled Pari Passu Companion Loan Noteholders) for the
purpose of taking title to one or more REO Properties pursuant to this
Agreement. Any such limited liability company formed by such Special Servicer
shall be a manager-managed limited liability company, with such Special Servicer
to serve as the initial manager to manage the property of the limited liability
company, including any applicable Administered REO Property, in accordance with
the terms of this Agreement as if such property was held directly in the name of
the Trust or Trustee under this Agreement. The applicable Special Servicer shall
sell any Administered REO Property in accordance with Section 3.18 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 such
Special Servicer either (i) applies, more than 60 days prior to the expiration
of such liquidation period, and is granted an extension of time (an "REO
Extension") by the IRS to sell such REO Property or (ii) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee, 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 an
Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust
Event with respect to either Grantor Trust Pool. Regardless of whether such
Special Servicer applies for or is granted the REO Extension contemplated by
clause (i) of the immediately preceding sentence or obtains the Opinion of
Counsel referred to in clause (ii) of such sentence, such Special Servicer shall
act in accordance with the Servicing Standard to liquidate the subject
Administered REO Property on a timely basis. If such Special Servicer is granted
such REO Extension or obtains such Opinion of Counsel with respect to any
Administered REO Property, such Special Servicer shall (i) promptly forward a
copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell
subject Administered REO Property within such extended period as is


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permitted by such REO Extension or contemplated by such Opinion of Counsel, as
the case may be. Any expense incurred by a Special Servicer in connection with
its applying for and being granted the REO Extension contemplated by clause (i)
of the third preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the third preceding sentence, and for the
creation of and the operating of a limited liability company, shall be covered
by, and be reimbursable as, a Servicing Advance.

          (b) The applicable Special Servicer shall segregate and hold all funds
collected and received by it in connection with any Administered REO Property
separate and apart from its own funds and general assets. If any REO Acquisition
occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan,
then the applicable Special Servicer shall establish and maintain one or more
accounts (collectively, an "REO Account"), to be held on behalf of the Trustee
in trust for the benefit of the Certificateholders (or, in the case of any REO
Property related to a Serviced Mortgage Loan Group, on behalf of both the
Certificateholders and the related Serviced Non-Pooled Mortgage Loan
Noteholder), as a collective whole, for the retention of revenues and other
proceeds derived from such Administered REO Property. Each account that
constitutes an REO Account shall be an Eligible Account. The applicable Special
Servicer shall deposit, or cause to be deposited, in its REO Account, within one
Business Day following receipt, all REO Revenues, Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds received in respect of an
Administered REO Property. Funds in an REO Account may be invested in Permitted
Investments in accordance with Section 3.06. The applicable Special Servicer is
authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or
Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of
an Administered REO Property and outstanding at the time such proceeds are
received, as well as any other items that otherwise may be paid by the
applicable Master Servicer out of such Liquidation Proceeds as contemplated by
Section 3.05(a). The applicable Special Servicer shall be entitled to make
withdrawals from its REO Account to pay itself, as Additional Special Servicing
Compensation, interest and investment income earned in respect of amounts held
in such REO Account as provided in Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to such REO Account for any
Collection Period). The applicable Special Servicer shall give notice to the
other parties hereto of the location of its REO Account when first established
and of the new location of such REO Account prior to any change thereof.

          (c) The applicable Special Servicer shall withdraw from its REO
Account funds necessary for the proper operation, management, leasing,
maintenance and disposition of any Administered REO Property, but only to the
extent of amounts on deposit in such REO Account relating to such Administered
REO Property. Monthly within two (2) Business Days following the end of each
Collection Period, each Special Servicer shall withdraw from its REO Account and
deposit into the applicable Master Servicer's Collection Account, or deliver to
the applicable Master Servicer for deposit into such Collection Account, the
aggregate of all amounts received in respect of each Administered REO Property
during such Collection Period that are then on deposit in such REO Account, net
of any withdrawals made out of such amounts pursuant to the preceding sentence;
provided that (A) in the case of each Administered REO Property, the applicable
Special Servicer may retain in its REO Account such portion of such proceeds and
collections as may be necessary to maintain a reserve of sufficient funds for
the proper operation, management, leasing, maintenance and disposition of such
Administered REO Property (including the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
reasonably expected to be incurred during the following 12-month period and (B)
if such REO Property relates to a Serviced Mortgage Loan Group, the applicable
Master Servicer shall make, from such amounts so deposited or remitted as
described above, any deposits into any related Companion Note Custodial Account
and/or the Shell Plaza Subordinate Note Custodial Account contemplated by
Section 3.04(e) or Section 3.04(f), as applicable. For the avoidance of doubt,
such amounts withdrawn from an REO Account and deposited into the applicable
Master Servicer's Collection Account following the end of each Collection Period
pursuant to the preceding sentence shall, upon such deposit, be construed to
have been received by the applicable Master Servicer during such Collection
Period.

          (d) Each 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, its REO Account pursuant to Section 3.16(b) or 3.16(c).

                                     -149-
<PAGE>

          (e) Notwithstanding anything to the contrary, this Section 3.16 shall
not apply to any REO Property related to the Non-Trust-Serviced Pooled Mortgage
Loan.

          SECTION 3.17. Management of Administered REO Property.

          (a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Serviced Mortgage Loan, the applicable 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 applicable 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 (such tax referred to herein as
     an "REO Tax"), then such Mortgaged Property may be Directly Operated by the
     such Special Servicer as REO Property, other than holding such REO Property
     for sale or lease or performing construction work thereon;

               (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 such
     Special Servicer may (provided that in the judgment of such Special
     Servicer, exercised in accordance with the Servicing Standard, it is
     commercially reasonable) so lease or otherwise 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
     either (i) that the income or earnings with respect to such REO Property
     will offset any REO Tax relating to such income or earnings and will
     maximize the net recovery from the applicable REO Property to the
     Certificateholders (taking into account any obligation or lack thereof on
     the part of the Shell Plaza Non-Pooled Subordinate Noteholder under the
     Shell Plaza Intercreditor Agreement to bear the effect of any such REO Tax)
     or (ii) that no commercially reasonable means exists to operate such
     property as REO Property without the Trust incurring or possibly incurring
     an REO Tax on income from such property, then such Special Servicer shall
     deliver to the Tax Administrator and the Controlling Class Representative
     (and the Shell Plaza Controlling Party, if affected), in writing, a
     proposed plan (the "Proposed Plan") to manage such property as REO
     Property. Such plan shall include potential sources of income and good
     faith estimates of the amount of income from each such source. Within a
     reasonable period of time after receipt of such plan, the Tax Administrator
     shall consult with the applicable Special Servicer and shall advise such
     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 Tax Administrator shall (to the maximum
     extent reasonably possible and at a reasonable fee, which fee shall be an
     expense of the Trust) advise such 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 Tax Administrator, such 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.

          Subject to Section 3.17(b), the applicable Special Servicer's decision
as to how each Administered REO Property shall be managed and operated shall be
in accordance with the Servicing Standard. Neither the applicable Special
Servicer nor the Tax Administrator shall be liable to the Certificateholders,
the Trustee, the Trust, the other parties hereto, any beneficiaries hereof or
each other for errors in judgment made in good faith in the exercise of their
discretion while performing their respective responsibilities under this Section
3.17(a) with respect to any Administered REO Property. Nothing in this Section
3.17(a) is intended to prevent the sale of any Administered REO Property
pursuant to the terms and subject to the conditions of Section 3.18.

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          (b) If title to any Administered REO Property is acquired, the
applicable Special Servicer shall manage, conserve, protect and operate such REO
Property for the benefit of the Certificateholders (or, in the case of any REO
Property related to a Serviced Mortgage Loan Group, on behalf of both the
Certificateholders and the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)), as a collective whole, solely for the purpose of its prompt
disposition and sale in accordance with Section 3.18, in a manner that does not
cause such Administered 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 any REMIC Pool of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code, in an Adverse REMIC Event with respect to any REMIC Pool or in an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool. Except as
contemplated by Section 3.17(a), the applicable Special Servicer shall not enter
into any lease, contract or other agreement with respect to any Administered REO
Property that causes the Trust to receive, and (unless required to do so under
any lease, contract or agreement to which the applicable 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 the related Serviced Mortgage Loan) shall not, with
respect to any Administered REO Property, cause or allow the Trust to receive,
any "net income from foreclosure property" that is subject to taxation under the
REMIC Provisions. Subject to the foregoing, however, the applicable Special
Servicer shall have full power and authority to do any and all things in
connection with the administration of any Administered REO Property, as are
consistent with the Servicing Standard and, consistent therewith, shall withdraw
from its REO Account , to the extent of amounts on deposit therein with respect
to such REO Property, funds necessary for the proper operation, management,
maintenance and disposition of such REO Property, including:

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

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

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

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

To the extent that amounts on deposit in the applicable Special Servicer's REO
Account with respect to any Administered REO Property are insufficient for the
purposes contemplated by the preceding sentence with respect to such REO
Property, the applicable Master Servicer shall, at the direction of such Special
Servicer, but subject to Section 3.11(h), make a Servicing Advance of such
amounts as are necessary for such purposes unless such Master Servicer or such
Special Servicer determines, in its reasonable judgment, that such advances
would, if made, be Nonrecoverable Servicing Advances; provided, however, that
such Master Servicer may in its sole discretion make any such Servicing Advance
without regard to recoverability if it is a necessary fee or expense incurred in
connection with the defense or prosecution of legal proceedings.

          (c) The applicable Special Servicer may, and, if required for the
Administered REO Property to continue to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code, shall, contract with any
Independent Contractor for the operation and management of any Administered 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 such REO Property;

               (iii) any such contract shall be consistent with Treasury
     Regulations Section 1.856-6(e)(6) and shall require, or shall be
     administered to require, that the Independent Contractor, in a timely
     manner, (A) pay all


                                     -151-
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     costs and expenses incurred in connection with the operation and management
     of such REO Property, including 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 such 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 such Special Servicer of any of its
     duties and obligations hereunder with respect to the operation and
     management of any such REO Property; and

               (v) such 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 such Special Servicer shall comply with the Servicing
     Standard in maintaining such Independent Contractor.

Each 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 such Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any Administered REO
Property are greater that the revenues available from such property, such excess
costs shall be covered by, and be reimbursable as, a Servicing Advance.

          (d) Notwithstanding anything to the contrary, this Section 3.17 shall
not apply to any REO Property related to the GIC Office Portfolio Pooled
Mortgage Loan.

          SECTION 3.18. Fair Value Option; Sale of Administered REO Properties;
                        Sale of the Non-Trust-Serviced Pooled Mortgage Loan.

          (a) The applicable Master Servicer, the applicable Special Servicer or
the Trustee may sell or purchase, or permit the sale or purchase of, a Pooled
Mortgage Loan or REO Property (or, in the case of any REO Property related to a
Mortgage Loan Group, such REO Property and/or the beneficial interest of the
Trust Fund in such REO Property) only (i) on the terms and subject to the
conditions set forth in this Section 3.18, (ii) as otherwise expressly provided
in or contemplated by Sections 2.03 and 9.01 of this Agreement, (iii) in the
case of a Pooled Mortgage Loan (or REO Property related thereto) with a related
mezzanine loan, in connection with a Mortgage Loan default as set forth in the
related intercreditor agreement, (iv) in the case of a Pooled Mortgage Loan (or
REO Property related thereto) in the Shell Plaza Loan Group, in connection with
a Mortgage Loan default as set forth in the Shell Plaza Intercreditor Agreement,
or (v) in the case of the Non-Trust-Serviced Pooled Mortgage Loan (or REO
Property related thereto), pursuant to a purchase option under the related
Mortgage Loan Group Intercreditor Agreement and/or the related Non-Trust
Servicing Agreement.

          (b) If any Pooled Mortgage Loan becomes a Specially Designated
Defaulted Pooled Mortgage Loan, then the applicable Special Servicer shall so
notify the Certificate Administrator, the Trustee, the applicable Master
Servicer, the Controlling Class Representative and the Holder(s) of the
Controlling Class (and, if the affected Pooled Mortgage Loan is the Shell Plaza
Pooled Mortgage Loan, the Shell Plaza Non-Pooled Subordinate Noteholder), in
writing. In addition, the applicable Special Servicer shall determine (in
accordance with the Servicing Standard, taking into account the considerations
contemplated by the following paragraph, but without regard to the Purchase
Option provided for in Section 3.18(c) below), and report to the Trustee, the
applicable Master Servicer, the Controlling Class Representative and the
Holder(s) of the Controlling Class, the Fair Value of such Pooled Mortgage Loan.
The applicable Special Servicer's determination of the Fair Value of any
Specially Designated Defaulted Pooled Mortgage Loan shall be made as soon as
reasonably practicable, but in no event later than 30 days after the applicable
Special Servicer receives the requisite Appraisal or any other third-party
reports that it deems necessary to make the determination. If at any time the
applicable Special Servicer becomes aware of any circumstances or conditions
that have occurred or arisen with respect to any Specially Designated Defaulted
Pooled Mortgage Loan or the related Mortgaged Property subsequent to,


                                     -152-
<PAGE>

and that would, in the applicable Special Servicer's reasonable judgment,
materially affect, the applicable Special Servicer's most recent Fair Value
determination with respect to such Specially Designated Defaulted Pooled
Mortgage Loan, then the applicable Special Servicer shall redetermine (in a
manner as is permitted above, but taking into account any such new circumstances
or conditions known to the applicable Special Servicer), and report to the
Certificate Administrator, the Trustee, the Controlling Class Representative and
the applicable Master Servicer (and the Certificate Administrator shall, in
turn, report to the Holder(s) of the Controlling Class), the updated Fair Value
of the subject Specially Designated Defaulted Pooled Mortgage Loan. In addition,
if the applicable Special Servicer has not accepted a bid at the Fair Value of
the Mortgage Loan, as most recently determined by the applicable Special
Servicer, prior to the expiration of 90 days from such determination, and
thereafter the applicable Special Servicer receives a bid at such Fair Value or
a request from a holder of the Purchase Option for an updated determination of
the Fair Value of the Mortgage Loan, the applicable Special Servicer shall
redetermine (in the same manner as provided above, but taking into account any
such new circumstances or conditions known to the applicable Special Servicer),
and report to the Trustee, the Certificate Administrator, the Controlling Class
Representative and the applicable Master Servicer (and the Certificate
Administrator shall, in turn, report to the Holder(s) of the Controlling Class),
the updated Fair Value of the subject Specially Designated Defaulted Pooled
Mortgage Loan; provided, however, that the applicable Special Servicer may rely
on the existing third-party information if it deems such reliance to be
reasonable.

          In determining the Fair Value of any Specially Designated Defaulted
Pooled Mortgage Loan, the applicable Special Servicer shall take into account,
among other factors, the period and amount of the delinquency on such Mortgage
Loan, the occupancy level and physical condition of the related Mortgaged
Property, the state of the local economy in the area where the related Mortgaged
Property is located, and the time and expense associated with and the expected
recovery from a purchaser's foreclosing on the related Mortgaged Property or
working out such Mortgage Loan. In addition, the applicable Special Servicer
shall refer to all relevant information contained in the Servicing File, shall
take into account the most recent Appraisal obtained or conducted with respect
to the related Mortgaged Property in the preceding 12-month period in accordance
with this Agreement and shall not determine the Fair Value of any Specially
Designated Defaulted Pooled Mortgage Loan without such an Appraisal; provided
that the applicable Special Servicer shall take account of any change in the
circumstances regarding or the condition of the related Mortgaged Property known
to the applicable Special Servicer that has occurred or arisen subsequent to,
and that would materially affect the value of the related Mortgaged Property
reflected in, such Appraisal. Furthermore, the applicable Special Servicer shall
consider available objective third-party information obtained from generally
available sources, as well as information obtained from vendors providing real
estate services to the applicable Special Servicer, concerning the market for
distressed real estate loans and the real estate market for the subject property
type in the area where the related Mortgaged Property is located. The applicable
Special Servicer may, to the extent it is reasonable to do so in accordance with
the Servicing Standard, conclusively rely on any opinions or reports of
qualified Independent third parties expert in real estate or commercial mortgage
loan matters with at least 5 years experience in valuing or investing in loans
similar to the subject Specially Designated Defaulted Mortgage Loan in making
such determination. The reasonable costs of all appraisals, inspection reports
and broker opinions of value, incurred by the applicable Special Servicer
pursuant to this Section 3.18(b) shall constitute, and be reimbursable as,
Servicing Advances. The other parties to this Agreement shall cooperate with all
reasonable requests for information made by the applicable Special Servicer in
order to allow the applicable Special Servicer to perform its duties pursuant to
this Section 3.18(b).

          Notwithstanding the foregoing, no Fair Value shall be determined under
this Agreement with respect to the Non-Trust-Serviced Pooled Mortgage Loan.

          (c) The Majority Controlling Class Certificateholder(s) or any
assignee thereof may, at its or their option, purchase from the Trust any
Specially Designated Defaulted Pooled Mortgage Loan (such option, the "Purchase
Option"), at a cash price (the "Option Price") equal to the Fair Value of such
Mortgage Loan (as most recently determined by the applicable Special Servicer
and reported to the Trustee, the Certificate Administrator, the Controlling
Class Representative and the applicable Master Servicer as provided in Section
3.18(b) above) or, if no such Fair Value has yet been established as provided in
Section 3.18(b) above or if the applicable Special Servicer is in the process of
redetermining such Fair Value because of a change in circumstances, equal to the
Purchase Price; provided that:

                                     -153-
<PAGE>

               (i) the Purchase Option with respect to any Specially Designated
     Defaulted Pooled Mortgage Loan will remain in effect only for the period
     (the "Option Period") that commences on the date that such Mortgage Loan
     first becomes a Specially Designated Defaulted Pooled Mortgage Loan and
     ends on the earlier of (A) the date on which such Mortgage Loan becomes a
     Corrected Mortgage Loan or otherwise ceases to be a Specially Designated
     Defaulted Pooled Mortgage Loan and (B) the date on which a Liquidation
     Event occurs with respect to such Pooled Mortgage Loan or the related
     Mortgaged Property becomes an REO Property;

               (ii) the Purchase Option with respect to any Specially Designated
     Defaulted Pooled Mortgage Loan shall be assignable by the Majority
     Controlling Class Certificateholder(s) during the Option Period to any
     third party (provided that the parties hereto are notified in writing of
     the assignment);

               (iii) if the Purchase Option with respect to any Specially
     Designated Defaulted Pooled Mortgage Loan is not exercised by the Majority
     Controlling Class Certificateholder(s) or any assignee thereof within 60
     days after the Fair Value of such Mortgage Loan has initially been
     established as provided in Section 3.18(b) above, then the Majority
     Controlling Class Certificateholder(s) shall be deemed to have assigned
     such Purchase Option, for a 30-day period only, to the applicable Special
     Servicer;

               (iv) during the 30-day period following the assignment to it of
     the Purchase Option with respect to any Specially Designated Defaulted
     Pooled Mortgage Loan, the applicable Special Servicer shall be entitled to
     exercise such Purchase Option or to assign such Purchase Option to any
     third party (provided that the other parties hereto are notified in writing
     of the assignment);

               (v) if the Purchase Option with respect to any Specially
     Designated Defaulted Pooled Mortgage Loan is not exercised by the
     applicable Special Servicer or its assignee within the 30-day period
     following the assignment of such Purchase Option to the applicable Special
     Servicer as contemplated by clause (iii) above, then such Purchase Option
     will automatically revert to the Majority Controlling Class
     Certificateholder(s); and

               (vi) prior to any exercise of the Purchase Option with respect to
     any Specially Designated Defaulted Pooled Mortgage Loan by the applicable
     Special Servicer or any Affiliate thereof, subject to the following
     paragraph, the Trustee shall confirm and report to the applicable Master
     Servicer, the Certificate Administrator and the applicable Special Servicer
     that the applicable Special Servicer's determination of the Fair Value of
     such Mortgage Loan is consistent with or greater than what the Trustee
     considers to be the Fair Value of such Mortgage Loan; provided that the
     applicable Special Servicer may, at its own expense, revise any such Fair
     Value determination that is rejected by the Trustee, it being understood
     and agreed that such revised Fair Value determination will likewise be
     subject to confirmation in accordance with this clause (vi).

          Notwithstanding anything contained in clause (vi) of the preceding
paragraph to the contrary, if the Trustee is required to confirm or reject the
applicable Special Servicer's Fair Value determination as contemplated by such
clause (vi), the Trustee may (at its option and at the expense of the Trust
Fund) designate an Independent third party expert in real estate or commercial
mortgage loan matters with at least 5 years' experience in valuing or investing
in loans similar to the subject Specially Designated Defaulted Pooled Mortgage
Loan, that has been selected with reasonable care by the Trustee to confirm that
the applicable Special Servicer's Fair Value determination as contemplated by
such clause (vi) is consistent with or greater than what the Independent third
party considers to be the Fair Value of such Mortgage Loan. In the event that
the Trustee designates such a third party to make such determination, the
Trustee shall be entitled to rely upon such third party's determination. The
reasonable costs of all appraisals, inspection reports and broker opinions of
value, incurred by the Trustee or any such third party pursuant to this
paragraph or clause (vi) of the preceding paragraph shall be advanced by the
applicable Master Servicer and shall constitute, and be reimbursable as,
Servicing Advances; provided that, the fees payable to a third party expert
pursuant to this paragraph or clause (vi) shall not exceed a commercially
reasonable sum as determined by the Trustee. The applicable Special Servicer
shall provide the Trustee with all information that the applicable Special
Servicer utilized in determining the Fair Value that is being confirmed.

                                     -154-
<PAGE>

          Any party entitled to do so may exercise the Purchase Option with
respect to any Specially Designated Defaulted Pooled Mortgage Loan by providing
to the Certificate Administrator, the Trustee, the applicable Master Servicer
and the applicable Special Servicer:

               (i) written notice of its intention to purchase such Mortgage
     Loan at the Option Price; and

               (ii) if such party is the assignee of the applicable Special
     Servicer or the Majority Controlling Class Certificateholder(s), evidence
     of its right to exercise such Purchase Option.

The actual purchase of such Specially Designated Defaulted Pooled Mortgage Loan
shall occur (by delivery of cash in the amount of the applicable Option Price to
the applicable Special Servicer for deposit in the applicable Master Servicer's
Collection Account) no later than ten days after the later of (i) such exercise
of the Purchase Option with respect to such Mortgage Loan and (ii) if
applicable, the confirmation of the applicable Special Servicer's Fair Value
determination with respect to such Mortgage Loan in accordance with clause (vi)
of the first paragraph of this Section 3.18(c) and/or in accordance with the
second paragraph of this Section 3.18(c).

          Notwithstanding the Purchase Option provided for in this Section
3.18(c), the applicable Special Servicer shall proceed in respect of any
Specially Designated Defaulted Pooled Mortgage Loan in accordance with Section
3.09 and/or Section 3.20, without regard to such Purchase Option.

          In no event shall there be a Purchase Option hereunder with respect to
the Non-Trust-Serviced Pooled Mortgage Loan. However, in the event of the
exercise of a similar option under the related Non-Trust Servicing Agreement
and/or pursuant to the related Mortgage Loan Group Intercreditor Agreement, the
Trustee shall sell such Non-Trust-Serviced Pooled Mortgage Loan in accordance
with such agreement.

          (d) The applicable Special Servicer shall use its reasonable efforts,
consistent with the Servicing Standard, to solicit cash bids for each
Administered REO Property in such manner as will be reasonably likely to realize
a fair price (determined pursuant to Section 3.18(e) below) for any Administered
REO Property within a customary and normal time frame for the sale of comparable
properties (and, in any event, within the time period provided for by Section
3.16(a)). The applicable Special Servicer shall accept the first (and, if
multiple cash bids are received by a specified bid date, the highest) cash bid
received from any Person that constitutes a fair price (determined pursuant to
Section 3.18(e) below) for such Administered REO Property. If the applicable
Special Servicer reasonably believes that it will be unable to realize a fair
price (determined pursuant to Section 3.18(e) below) with respect to any
Administered REO Property within the time constraints imposed by Section
3.16(a), then the applicable Special Servicer shall, consistent with the
Servicing Standard, dispose of such REO Property upon such terms and conditions
as it shall deem necessary and desirable to maximize the recovery thereon under
the circumstances.

          The applicable Special Servicer shall give the Certificate
Administrator, the Trustee, the applicable Master Servicer, the Controlling
Class Representative and, if a Shell Plaza Mortgaged Property is the related
Administered REO Property, the Shell Plaza Controlling Party not less than five
(5) Business Days' prior written notice of its intention to sell any
Administered REO Property pursuant to this Section 3.18(d). No Pooled Mortgage
Loan Seller, Certificateholder or any Affiliate of any such Person shall be
obligated to submit a bid to purchase any Administered REO Property, and
notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Administered REO Property pursuant hereto.

          (e) Whether any cash bid constitutes a fair price for any Administered
REO Property for purposes of Section 3.18(d), shall be determined by the
applicable Special Servicer or, if such cash bid is from the applicable Special
Servicer or any Affiliate of such Special Servicer, by the Trustee. In
determining whether any bid received from a Special Servicer or an Affiliate of
such Special Servicer represents a fair price for any REO Property, the Trustee
shall be supplied with and shall be entitled to rely on the most recent
Appraisal in the related Servicing File conducted in accordance with this
Agreement within the preceding 12-month period (or, in the absence of any such
Appraisal or if there has been a material change at the subject property since
any such Appraisal, on a new Appraisal to be obtained by the applicable


                                     -155-
<PAGE>

Special Servicer, the cost of which shall be covered by, and be reimbursable as,
a Servicing Advance). The appraiser conducting any such new Appraisal shall be a
Qualified Appraiser that is (i) selected by the applicable Special Servicer if
neither the applicable Special Servicer nor any Affiliate thereof is bidding
with respect to the subject Administered REO Property and (ii) selected by the
Trustee if either the applicable Special Servicer or any Affiliate thereof is so
bidding. Where any Pooled Mortgage Loan Seller, any Certificateholder or any
Affiliate of any such Person is among those bidding with respect to any
Administered REO Property, the applicable Special Servicer shall require that
all bids be submitted to it (or, if the applicable Special Servicer or an
Affiliate thereof is bidding, be submitted to the Trustee) in writing and be
accompanied by a refundable deposit of cash in an amount equal to 5% of the bid
amount. In determining whether any bid from a Person other than any Pooled
Mortgage Loan Seller, any Certificateholder or any Affiliate of any such Person
constitutes a fair price for any Administered REO Property, the applicable
Special Servicer shall take into account the results of any Appraisal or updated
Appraisal that it or the applicable Master Servicer may have obtained in
accordance with this Agreement within the prior twelve (12) months, as well as,
among other factors, the occupancy level and physical condition of such REO
Property, the state of the then current local economy and commercial real estate
market where such REO Property is located and the obligation to dispose of such
REO Property within a customary and normal time frame for the sale of comparable
properties (and, in any event, within the time period specified in Section
3.16(a)). The Purchase Price for any Administered REO Property (which, in
connection with an Administered REO Property related to a Mortgage Loan Group
serviced hereunder, shall be construed and calculated as if all the Mortgage
Loans in such Mortgage Loan Group together constitute a single "Pooled Mortgage
Loan" thereunder) shall in all cases be deemed a fair price. Notwithstanding the
other provisions of this Section 3.18, no cash bid from the applicable Special
Servicer or any Affiliate thereof shall constitute a fair price for any
Administered REO Property unless such bid is the highest cash bid received and
at least two Independent bids (not including the bid of the applicable Special
Servicer or any Affiliate) have been received. In the event the bid of the
applicable Special Servicer or any Affiliate thereof is the only bid received or
is the higher of only two bids received, then additional bids shall be
solicited. If an additional bid or bids, as the case may be, are received for
any Administered REO Property and the original bid of the applicable Special
Servicer or any Affiliate thereof is the highest of all bids received, then the
bid of the applicable Special Servicer or such Affiliate shall be accepted,
provided that the Trustee has otherwise determined, as provided above in this
Section 3.18(e), that such bid constitutes a fair price for the subject
Administered REO Property. Any bid by the applicable Special Servicer for any
Administered REO Property shall be unconditional; and, if accepted, the subject
Administered REO Property shall be transferred to the applicable Special
Servicer without recourse, representation or warranty other than customary
representations as to title given in connection with the sale of a real
property.

          (f) Subject to Sections 3.18(a) through 3.18(e) above, the applicable
Special Servicer shall act on behalf of the Trustee in negotiating with
Independent third parties in connection with the sale of any Administered REO
Property and taking any other action necessary or appropriate in connection with
the sale of any Specially Designated Defaulted Pooled Mortgage Loan or
Administered REO Property, and the collection of all amounts payable in
connection therewith. In connection with the sale of any Administered REO
Property, the applicable Special Servicer may charge prospective bidders, and
may retain, fees that approximate the applicable Special Servicer's actual costs
in the preparation and delivery of information pertaining to such sales or
evaluating bids without obligation to deposit such amounts into a Collection
Account; provided, that if the applicable Special Servicer was previously
reimbursed for such costs from the Collection Account, then the applicable
Special Servicer must deposit such amounts into a Collection Account. Any sale
of a Specially Designated Defaulted Pooled Mortgage Loan or any Administered REO
Property shall be final and without recourse to the Trustee or the Trust, and if
such sale is consummated in accordance with the terms of this Agreement, neither
the applicable Special Servicer nor the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
applicable Special Servicer or the Trustee.

          (g) Any sale of any Specially Designated Defaulted Pooled Mortgage
Loan or Administered REO Property shall be for cash only.

          (h) The applicable Master Servicer shall act on behalf of the Trustee
in coordinating with independent third parties seeking to purchase the
Non-Trust-Serviced Pooled Mortgage Loan by, and taking any other action
necessary or appropriate in connection with the sale of the Non-Trust-Serviced
Pooled Mortgage Loan to, any


                                     -156-
<PAGE>

purchase option holder with respect thereto pursuant to the related Non-Trust
Servicing Agreement and/or the related Mortgage Loan Group Intercreditor
Agreement, and the collection of all amounts payable in connection therewith.
Any sale of the Non-Trust-Serviced Pooled Mortgage Loan pursuant to the related
Non-Trust Servicing Agreement and/or the related Mortgage Loan Group
Intercreditor Agreement shall be final and without recourse to the Trustee or
the Trust, and if such sale is consummated in accordance with the terms of the
related Non-Trust Servicing Agreement and/or the related Mortgage Loan Group
Intercreditor Agreement, none of the applicable Master Servicer, the applicable
Special Servicer or the Trustee shall have any liability to any
Certificateholder with respect to the purchase price for such Non-Trust-Serviced
Pooled Mortgage Loan accepted on behalf of the Trust.

          (i) If any Specially Designated Defaulted Pooled Mortgage Loan or
Administered REO Property is sold under this Section 3.18, or the
Non-Trust-Serviced Pooled Mortgage Loan is sold in accordance with this
Agreement and pursuant to the related Mortgage Loan Group Intercreditor
Agreement or the related Non-Trust Servicing Agreement, then the purchase price
shall be deposited into the applicable Master Servicer's Collection Account, and
the Trustee, upon receipt of written notice from the applicable Master Servicer
to the effect that such deposit has been made (based upon, in the case of a
Specially Designated Defaulted Pooled Mortgage Loan or Administered REO
Property, notification by the applicable Special Servicer to such Master
Servicer of the amount of the purchase price), 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 ownership of such
Mortgage Loan or REO Property in the Person who purchased such Mortgage Loan or
REO Property.

          (j) If the applicable Pooled Mortgage Loan is part of the Lincoln
Square Loan Group, the applicable Purchase Option Holder that exercises the
Purchase Option must also purchase all of the Lincoln Square Non-Pooled Pari
Passu Companion Loans for a cash price equal to an amount that bears the same
proportion to the outstanding principal balance of such Lincoln Square
Non-Pooled Pari Passu Companion Loan(s) as the Fair Value of the Lincoln Square
Pooled Mortgage Loan bears to the outstanding principal balance of the Lincoln
Square Pooled Mortgage Loan.

          (k) Any purchaser of the Shell Plaza Pooled Mortgage Loan hereunder,
whether pursuant to this Section 3.18 or pursuant to Section 2.03 or 9.01, will
be subject to the Shell Plaza Intercreditor Agreement, including any
requirements thereof governing who may be a holder of such Pooled Mortgage Loan.
The Shell Plaza Special Servicer will require, in connection with such a sale of
the Shell Plaza Pooled Mortgage Loan, that the purchaser assume in writing all
of the rights and obligations of the holder of such Pooled Mortgage Loan under
the Shell Plaza Intercreditor Agreement.

          (l) The purchase option for any Specially Designated Defaulted Pooled
Mortgage Loan pursuant to this Section 3.18 shall terminate, and shall not be
exercisable as set forth in subsections (b) and (c) above (or if exercised, but
the purchase of the subject Pooled Mortgage Loan has not yet occurred, shall
terminate and be of no further force or effect) if and when (i) the applicable
Special Servicer has accepted a Fair Value Bid, (ii) such Specially Designated
Defaulted Pooled Mortgage Loan has become a Corrected Mortgage Loan or has
otherwise ceased to be a Specially Designated Defaulted Pooled Mortgage Loan,
(iii) the related Mortgaged Property has become an REO Property, (iv) a Final
Recovery Determination has been made with respect to such Specially Designated
Defaulted Pooled Mortgage Loan, (v) alternatively but solely in the case of a
Specially Designated Defaulted Pooled Mortgage Loan that is part of the Shell
Plaza Loan Group, the purchase option granted to the Shell Plaza Non-Pooled
Subordinate Noteholder under the Shell Plaza Intercreditor Agreement is
exercised or (vi) such Specially Designated Defaulted Pooled Mortgage Loan has
otherwise been removed from the Trust.

          SECTION 3.19. Additional Obligations of Master Servicers and Special
                        Servicers.

          (a) Within sixty (60) days (or within such longer period as the
applicable Special Servicer is (as certified thereby to the Trustee in writing)
diligently using reasonable efforts to obtain the Appraisal referred to below)
after the earliest of the date on which any Serviced Pooled Mortgage Loan (i)
becomes a Modified Mortgage Loan following the occurrence of a Servicing
Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to

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<PAGE>

which a receiver or similar official is appointed and continues for 60 days in
such capacity in respect of the related Mortgaged Property, (iv) the related
Borrower becomes the subject of bankruptcy, insolvency or similar proceedings
or, if such proceedings are involuntary, such proceedings remain undismissed for
sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent
and such event constitutes a Servicing Transfer Event (each such event, an
"Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any
related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger
Event, until it ceases to be such in accordance with the following paragraph, a
"Required Appraisal Loan"), the applicable Special Servicer shall obtain an
Appraisal of the related Mortgaged Property, unless an Appraisal thereof had
previously been received (or, if applicable, conducted) within the prior twelve
(12) months and the applicable Special Servicer has no knowledge of changed
circumstances that in the applicable Special Servicer's reasonable judgment
would materially affect the value of the Mortgaged Property. If such Appraisal
is obtained from a Qualified Appraiser, the cost thereof shall be covered by,
and be reimbursable as, a Servicing Advance, such Advance to be made at the
direction of the applicable Special Servicer when the Appraisal is received by
the applicable Special Servicer. Promptly following the receipt of, and based
upon, such Appraisal, the applicable Special Servicer, in consultation with the
Controlling Class Representative (or, in the case of a Mortgage Loan included in
the Shell Plaza Loan Group, in consultation with the Shell Plaza Controlling
Party), shall determine and report to the Certificate Administrator, the Trustee
and the applicable Master Servicer the then applicable Appraisal Reduction
Amount, if any, with respect to the subject Required Appraisal Loan. For
purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced
Pooled Mortgage Loan with an outstanding principal balance of less than
$2,000,000 only, consist solely of an internal valuation performed by the
applicable Special Servicer. In the case of a Shell Plaza Mortgaged Property,
the Shell Plaza Special Servicer shall also determine and report to the Trustee,
the applicable Master Servicer, the Controlling Class Representative and the
Shell Plaza Non-Pooled Subordinate Noteholder the Appraisal Reduction Amount, if
any, with respect to the entire Shell Plaza Loan Group (calculated as if it was
a single Serviced Pooled Mortgage Loan).

          A Serviced Pooled Mortgage Loan shall cease to be a Required Appraisal
Loan if and when, following the occurrence of the most recent Appraisal Trigger
Event, any and all Servicing Transfer Events with respect to such Mortgage Loan
have ceased to exist and no other Appraisal Trigger Event has occurred with
respect thereto during the preceding ninety (90) days.

          For so long as any Serviced Pooled Mortgage Loan or related REO Pooled
Mortgage Loan remains a Required Appraisal Loan, the applicable Special Servicer
shall, within 30 days of each anniversary of such Mortgage Loan's having become
a Required Appraisal Loan, obtain (or, if such Required Appraisal Loan has a
Stated Principal Balance of $2,000,000 or less, at the applicable Special
Servicer's option, conduct) an update of the prior Appraisal. If such update is
obtained from a Qualified Appraiser, the cost thereof shall be covered by, and
be reimbursable as, a Servicing Advance, such Advance to be made at the
direction of the applicable Special Servicer when the Appraisal is received by
the applicable Special Servicer. Promptly following the receipt of, and based
upon, such update, the applicable Special Servicer shall redetermine, in
consultation with the Controlling Class Representative (or, in the case of a
Mortgage Loan included in the Shell Plaza Loan Group, in consultation with the
Shell Plaza Controlling Party), and report to the Certificate Administrator, the
Trustee and the applicable Master Servicer the then applicable Appraisal
Reduction Amount, if any, with respect to the subject Required Appraisal Loan.
Promptly following the receipt of, and based upon, such update, in the case of a
Shell Plaza Mortgaged Property or the Lincoln Square Mortgaged Property, the
applicable Special Servicer shall also redetermine, and report to the Trustee,
the applicable Master Servicer, the Controlling Class Representative and related
Serviced Non-Pooled Mortgage Loan Noteholder, the Appraisal Reduction Amount, if
any, with respect to the entire Serviced Mortgage Loan Group (calculated as if
it was a single Serviced Pooled Mortgage Loan).

          The Controlling Class Representative and, insofar as the Shell Plaza
Non-Pooled Subordinate Loan is affected, the Shell Plaza Non-Pooled Subordinate
Noteholder, each shall have the right at any time, but not more frequently that
once in any six month period, to require that the applicable Special Servicer
obtain a new Appraisal of the subject Mortgaged Property in accordance with MAI
standards, at the expense of the Controlling Class Certificateholders or the
Shell Plaza Non-Pooled Subordinate Noteholder, as applicable. With respect to a
Shell Plaza Mortgaged Property,


                                     -158-
<PAGE>

to the extent set forth in the Shell Plaza Loan Group Intercreditor Agreement,
the Shell Plaza Non-Pooled Subordinate Noteholder shall have the right at any
time when a Shell Plaza Change of Control Event does not exist, to require that
the Shell Plaza Special Servicer obtain a new Appraisal of such Shell Plaza
Mortgaged Property in accordance with MAI standards, at the expense of the Shell
Plaza Non-Pooled Subordinate Noteholder. Upon receipt of such Appraisal, the
applicable Special Servicer shall deliver a copy thereof to the Trustee, the
applicable Master Servicer, the Controlling Class Representative and, in the
case of a Shell Plaza Mortgaged Property, the Shell Plaza Non-Pooled Subordinate
Noteholder. Promptly following the receipt of, and based upon, such Appraisal,
the applicable Special Servicer shall redetermine and report to the Trustee, the
Master Servicer and the Controlling Class Representative the then applicable
Appraisal Reduction Amount, if any, with respect to the subject Required
Appraisal Mortgage Loan. In the case of the Shell Plaza Mortgaged Properties,
the Shell Plaza Special Servicer shall also redetermine and report to the
Trustee, the applicable Master Servicer, the Controlling Class Representative
and the Shell Plaza Non-Pooled Subordinate Noteholder the Appraisal Reduction
Amount, if any, with respect to the entire Shell Plaza Loan Group (calculated as
if it was a single Serviced Pooled Mortgage Loan).

          (b) Notwithstanding anything to the contrary contained in any other
Section of this Agreement, the applicable Special Servicer shall notify the
applicable Master Servicer whenever a Servicing Advance is required to be made
with respect to any Specially Serviced Mortgage Loan or Administered REO
Property, and, such Master Servicer shall make such Servicing Advance; provided
that the applicable Special Servicer shall make any Servicing Advance on a
Specially Serviced Mortgage Loan or Administered REO Property that constitutes
an Emergency Advance. Each such notice and request shall be made, in writing,
not less than five Business Days (and, to the extent reasonably practicable, at
least ten Business Days) in advance of the date on which the subject Servicing
Advance is to be made and shall be accompanied by such information and
documentation regarding the subject Servicing Advance as the applicable Master
Servicer may reasonably request; provided, however, that the applicable Special
Servicer shall not be entitled to make such a request more frequently than once
per calendar month (although such request may relate to more than one Servicing
Advance). Each Master Servicer shall have the obligation to make any such
Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so
requested by the applicable Special Servicer to make (as described above) not
later than the date on which the subject Servicing Advance is to be made, but in
no event shall it be required to make any Servicing Advance on a date that is
earlier than five Business Days following such Master Servicer's receipt of such
request. If the request is timely and properly made, the requesting Special
Servicer shall be relieved of any obligations with respect to a Servicing
Advance that it so requests the applicable Master Servicer to make with respect
to any Specially Serviced Mortgage Loan or Administered REO Property (regardless
of whether or not such Master Servicer shall make such Servicing Advance). Each
Master Servicer shall be entitled to reimbursement for any Servicing Advance
made by it at the direction of the applicable Special Servicer, together with
Advance Interest in accordance with Sections 3.05(a) and 3.11(g), at the same
time, in the same manner and to the same extent as such Master Servicer is
entitled with respect to any other Servicing Advances made thereby.

          Notwithstanding the foregoing provisions of this Section 3.19(b), a
Master Servicer shall not be required to reimburse the applicable Special
Servicer for, or to make at the direction of the applicable Special Servicer,
any Servicing Advance if such Master Servicer determines in its reasonable
judgment that such Servicing Advance, although not characterized by the
requesting Special Servicer as a Nonrecoverable Servicing Advance, is in fact a
Nonrecoverable Servicing Advance. Such Master Servicer shall notify the
applicable Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Servicing Advance shall be reimbursed to the applicable
Special Servicer pursuant to Section 3.05(a).

          (c) Each Master Servicer shall deliver to the Certificate
Administrator for deposit in the Distribution Account by 1:00 p.m. (New York
City time) on each Master Servicer Remittance Date, without any right of
reimbursement therefor, a cash payment (a "Compensating Interest Payment") in an
amount equal to the aggregate amount of Prepayment Interest Shortfalls incurred
in connection with Principal Prepayments received during the most recently ended
Collection Period with respect to Serviced Pooled Mortgage Loans as to which
such Master Servicer is the applicable Master Servicer, to the extent such
Prepayment Interest Shortfalls arose from (A) voluntary Principal Prepayments
made by a Borrower on such Serviced Pooled Mortgage Loans that are not Specially
Serviced Mortgage


                                     -159-
<PAGE>

Loans or defaulted Mortgage Loans or (B) to the extent that such Master Servicer
did not apply the proceeds thereof in accordance with the terms of the related
Mortgage Loan Documents, involuntary principal prepayments made on such Serviced
Pooled Mortgage Loans that are not Specially Serviced Mortgage Loans or
defaulted Mortgage Loans.

          The rights of the Certificateholders to offsets of any Prepayment
Interest Shortfalls shall not be cumulative from Collection Period to Collection
Period.

          (d) With respect to each Serviced Pooled Mortgage Loan that is to be
defeased in accordance with its terms, the applicable Master Servicer shall
execute and deliver to each Rating Agency a certification substantially in the
form attached hereto as Exhibit P and, further, shall, to the extent permitted
by the terms of such Mortgage Loan, require the related Borrower (i) to provide
replacement collateral consisting of U.S. government securities within the
meaning of Section 2(a)(16) of the Investment Company Act in an amount
sufficient to make all scheduled payments under the subject Serviced Pooled
Mortgage Loan (or defeased portion thereof) when due (and assuming, in the case
of an ARD Mortgage Loan, to the extent consistent with the related Mortgage Loan
Documents, that the subject Serviced Pooled Mortgage Loan matures on its
Anticipated Repayment Date), (ii) to deliver a certificate from an independent
certified public accounting firm certifying that the replacement collateral is
sufficient to make such payments, (iii) at the option of the applicable Master
Servicer, to designate a single purpose entity (which may be (but is not
required to be) a subsidiary of the applicable Master Servicer established for
the purpose of assuming all defeased Serviced Mortgage Loans) to assume the
subject Serviced Pooled Mortgage Loan (or defeased portion thereof) and own the
defeasance collateral, (iv) to implement such defeasance only after the second
anniversary of the Closing Date, (v) to provide an Opinion of Counsel that the
Trustee has a perfected, first priority security interest in the new collateral,
and (vi) in the case of a partial defeasance of the subject Serviced Pooled
Mortgage Loan, to defease a principal amount equal to at least 125% of the
allocated loan amount for the Mortgaged Property or Properties to be released;
provided that, if (A) the subject Serviced Pooled Mortgage Loan has a Cut-off
Date Principal Balance greater than or equal to $20,000,000 or an outstanding
principal balance greater than or equal to 2% of the aggregate Stated Principal
Balance of the Mortgage Pool or is one of the ten largest Pooled Mortgage Loans
then in the Trust Fund, (B) the terms of the subject Serviced Pooled Mortgage
Loan do not permit the applicable Master Servicer to impose the foregoing
requirements and the applicable Master Servicer does not satisfy such
requirements on its own or (C) the applicable Master Servicer is unable to
execute and deliver the certification attached hereto as Exhibit P in connection
with the subject defeasance, then the applicable Master Servicer shall so notify
the Rating Agencies, the Controlling Class Representative and, if the Shell
Plaza Loan Group is involved, the Shell Plaza Non-Pooled Subordinate Noteholder
and, so long as such a requirement would not violate applicable law or the
Servicing Standard, obtain a confirmation that such defeasance will not result
in an Adverse Rating Event. Subject to the related Mortgage Loan Documents and
applicable law, the applicable Master Servicer shall not permit a defeasance
unless (i) the subject Serviced Pooled Mortgage Loan requires the Borrower to
pay (or the Borrower in fact pays) all Rating Agency fees associated with
defeasance (if confirmation of the absence of an Adverse Rating Event is a
specific condition precedent thereto) and all expenses associated with
defeasance or other arrangements for payment of such costs are made at no
expense to the Trust Fund or the applicable Master Servicer (provided, however,
that in no event shall such proposed other arrangements result in any liability
to the Trust Fund including any indemnification of the applicable Master
Servicer or the applicable Special Servicer which may result in legal expenses
to the Trust Fund), and (ii) the Borrower is required to provide all Opinions of
Counsel, including Opinions of Counsel that the defeasance will not cause an
Adverse REMIC Event or an Adverse Grantor Trust Event and that the related
Mortgage Loan Documents are fully enforceable in accordance with their terms
(subject to bankruptcy, insolvency and similar standard exceptions), and any
applicable rating confirmations with respect to the absence of an Adverse Rating
Event.

          SECTION 3.20. Modifications, Waivers, Amendments and Consents.

          (a) The applicable Special Servicer (in the case of a Serviced
Mortgage Loan that is a Specially Serviced Mortgage Loan) or the applicable
Master Servicer (in the case of a Performing Serviced Mortgage Loan) may
(consistent with the Servicing Standard) agree to any modification, waiver or
amendment of any term of, extend the maturity of, defer or forgive interest
(including Default Interest and Post-ARD Additional Interest) on and principal
of, defer or forgive late payment charges, Prepayment Premiums and Yield
Maintenance Charges on, permit the release,


                                     -160-
<PAGE>

addition or substitution of collateral securing, and/or permit the release,
addition or substitution of the Borrower on or any guarantor of, any Serviced
Mortgage Loan for which it is responsible, subject, however, to Sections 3.08,
3.24, 3.25 and 3.26, and, further to each of the following limitations,
conditions and restrictions:

               (i) other than as expressly set forth in Section 3.02 (with
     respect to Post-ARD Additional Interest and Default Charges), Section 3.08
     (with respect to due-on-sale and due-on-encumbrance clauses and transfers
     of interests in Borrowers), Section 3.19(e) (with respect to defeasances),
     Section 3.20(e) (with respect to Post-ARD Additional Interest) and Section
     3.20(f) (with respect to various routine matters), the applicable 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 Serviced Mortgage Loan, that would affect the amount
     or timing of any related payment of principal, interest or other amount
     payable under such Mortgage Loan or materially and adversely affect the
     security for such Mortgage Loan, unless (solely in the case of a Performing
     Serviced Mortgage Loan) such Master Servicer has obtained the consent of
     the applicable Special Servicer (it being understood and agreed that (A)
     the applicable Master Servicer shall promptly provide the applicable
     Special Servicer with notice of any Borrower request for such modification,
     waiver or amendment, the applicable Master Servicer's recommendations and
     analysis, and with all information reasonably available to the applicable
     Master Servicer that the applicable Special Servicer may reasonably request
     in order to withhold or grant any such consent, (B) the applicable Special
     Servicer shall decide whether to withhold or grant such consent in
     accordance with the Servicing Standard (and subject to Sections 3.24 and
     3.25) and (C) if any such consent has not been expressly denied within ten
     Business Days of the applicable Special Servicer's receipt from the
     applicable Master Servicer of such Master Servicer's recommendations and
     analysis and all information reasonably requested thereby and reasonably
     available to the applicable Master Servicer in order to make an informed
     decision, such consent shall be deemed to have been granted);

               (ii) other than as provided in Sections 3.02, 3.08, 3.20(e) and
     3.20(f), the applicable Special Servicer shall not agree to (or, in the
     case of a Performing Serviced Mortgage Loan, consent to the applicable
     Master Servicer's agreeing to) any modification, waiver or amendment of any
     term of, or take (or, in the case of a Performing Serviced Mortgage Loan,
     consent to the applicable Master Servicer's taking) any of the other acts
     referenced in this Section 3.20(a) with respect to, any Serviced Mortgage
     Loan that would affect the amount or timing of any related payment of
     principal, interest or other amount payable thereunder or, in the
     reasonable judgment of the applicable Special Servicer, would materially
     impair the security for such Mortgage Loan, unless a material default on
     such Mortgage Loan has occurred or, in the reasonable judgment of the
     applicable Special Servicer, 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 an equal or a
     greater recovery to Certificateholders (and, in the case of a Serviced
     Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
     Noteholder(s)), as a collective whole, on a net present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders and, in the case of a Serviced Mortgage Loan Group,
     the relevant Serviced Non-Pooled Mortgage Loan Noteholder(s) to be done at
     the related Net Mortgage Rate), than would liquidation; provided that: (A)
     any modification, extension, waiver or amendment of the payment terms of
     the related Serviced Mortgage Loan Group shall be structured in a manner so
     as to be consistent with the allocation and payment priorities set forth in
     the related Mortgage Loan Documents, including the related Mortgage Loan
     Group Intercreditor Agreement, it being the intention that neither the
     Trust as holder of the related Pooled Mortgage Loan nor any Serviced
     Non-Pooled Mortgage Loan Noteholder shall gain a priority over any other
     with respect to any payment, which priority is not, as of the date of the
     related Mortgage Loan Intercreditor Agreement, reflected in the related
     Mortgage Loan Documents, including the related Mortgage Loan Group
     Intercreditor Agreement; and (B) to the extent consistent with the
     Servicing Standard (taking into account the extent to which the Shell Plaza
     Non-Pooled Subordinate Loan is junior to the Shell Plaza Pooled Mortgage
     Loan), (I) no waiver, reduction or deferral of any particular amounts due
     on the Shell Plaza Pooled Mortgage Loan shall be effected prior to the
     waiver, reduction or deferral of the entire corresponding item in respect
     of the Shell Plaza Non-Pooled Subordinate Loan, and (II) no reduction of
     the Mortgage Rate of the Shell Plaza Pooled Mortgage


                                     -161-
<PAGE>

     Loan shall be effected prior to the reduction of the Mortgage Rate of the
     Shell Plaza Non-Pooled Subordinate Loan;

               (iii) the applicable Special Servicer shall not extend (or, in
     the case of a Performing Serviced Mortgage Loan, consent to the applicable
     Master Servicer's extending) the date on which any Balloon Payment is
     scheduled to be due on any Serviced Mortgage Loan to a date beyond the
     earliest of (A) two years prior to the Rated Final Distribution Date, (B)
     if such Serviced Mortgage Loan is secured by a Mortgage solely or primarily
     on the related Borrower's leasehold interest in the related Mortgaged
     Property, 20 years (or, to the extent consistent with the Servicing
     Standard, giving due consideration to the remaining term of the Ground
     Lease, ten years) prior to the end of the then current term of the related
     Ground Lease (plus any unilateral options to extend), and (C) if such
     Serviced Mortgage Loan is covered by an Environmental Insurance Policy, for
     more than five years later than such Serviced Mortgage Loan's Stated
     Maturity Date, unless either (I) the applicable Special Servicer shall have
     first determined in its reasonable judgment, based upon a Phase I
     Environmental Assessment (and any additional environmental testing that the
     applicable Special Servicer deems necessary and prudent) conducted by an
     Independent Person who regularly conducts Phase I Environmental
     Assessments, and at the expense of the Borrower, that there are no
     circumstances or conditions present at the related Mortgaged Property for
     which investigation, testing, monitoring, containment, clean-up or
     remediation would be required under any then applicable environmental laws
     or regulations or (II) the Borrower obtains (at its expense) an extension
     of such policy on the same terms and conditions for a period ending not
     earlier than five years following the extended maturity date of such
     Serviced Mortgage Loan;

               (iv) neither the applicable Master Servicer nor the applicable
     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) with respect to, any Serviced Mortgage Loan that would result in an
     Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor
     Trust Event with respect to either Grantor Trust Pool (the Master Servicers
     and the applicable Special Servicer shall not be liable for decisions made
     under this subsection which were made in good faith and each of them may
     rely on Opinions of Counsel in making such decisions);

               (v) subject to applicable law, the related Mortgage Loan
     Documents and the Servicing Standard, neither the applicable Master
     Servicer nor the applicable Special Servicer shall permit any modification,
     waiver or amendment of any term of any Performing Serviced Mortgage Loan
     unless all related fees and expenses are paid by the Borrower;

               (vi) the applicable Special Servicer shall not permit (or, in the
     case of a Performing Serviced Mortgage Loan, consent to the applicable
     Master Servicer's permitting) any Borrower to add or substitute any real
     estate collateral for its Serviced Mortgage Loan unless the applicable
     Special Servicer shall have first (A) determined in its reasonable
     judgment, based upon a Phase I Environmental Assessment (and any additional
     environmental testing that the applicable Special Servicer deems necessary
     and prudent) conducted by an Independent Person who regularly conducts
     Phase I Environmental Assessments, at the expense of the related Borrower,
     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
     or regulations and (B) received, at the expense of the related Borrower,
     written confirmation from each Rating Agency that such addition or
     substitution of collateral will not, in and of itself, result in an Adverse
     Rating Event with respect to any Class of Rated Certificates; and

               (vii) the applicable Special Servicer shall not release (or, in
     the case of a Performing Serviced Mortgage Loan, consent to the applicable
     Master Servicer's releasing), including in connection with a substitution
     contemplated by clause (vi) above, any real property collateral securing an
     outstanding Serviced Mortgage Loan, except as provided in Section 3.09(d),
     except as specifically required under the related Mortgage Loan Documents


                                     -162-
<PAGE>

     or except where a Mortgage Loan (or, in the case of a Cross-Collateralized
     Group, where such entire Cross-Collateralized Group) is satisfied, or
     except in the case of a release where (A) the Rating Agencies have been
     notified in writing, (B) either (1) the use of the collateral to be
     released will not, in the reasonable judgment of the applicable Special
     Servicer, 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 pay down of such Mortgage Loan in an amount at
     least equal to the appraised value of the collateral to be released (or
     substitute real estate collateral with an appraised value at least equal to
     that of the collateral to be released, is delivered), (C) the loan-to-value
     ratio of such Mortgage Loan after such release will be, in the reasonable
     judgment of the applicable Special Servicer, no greater than that existing
     prior to such release and (D) if the collateral to be released has an
     appraised value in excess of $3,000,000, such release would not, in and of
     itself, result in an Adverse Rating Event with respect to any Class of
     Rated Certificates (as confirmed in writing to the Trustee by each Rating
     Agency);

provided that the limitations, conditions and restrictions set forth in clauses
(i) through (vii) above shall not apply to any act or event (including, without
limitation, a release, substitution or addition of collateral) in respect of any
Serviced Mortgage Loan that either occurs automatically, or results from the
exercise of a unilateral option within the meaning of Treasury Regulations
Section 1.1001-3(c)(2)(iii) by the related Borrower, in any event under the
terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a
Replacement Pooled Mortgage Loan, on the related date of substitution); and
provided, further, that, notwithstanding clauses (i) through (vii) above,
neither the applicable Master Servicer nor the applicable Special Servicer shall
be required to oppose the confirmation of a plan in any bankruptcy or similar
proceeding involving a Borrower under a Serviced Mortgage Loan if, in its
reasonable judgment, such opposition would not ultimately prevent the
confirmation of such plan or one substantially similar; and provided, further,
that, in connection with the Shell Plaza Loan Group prior to the date, if any,
on which the related Mortgage Loans become Specially Serviced Mortgage Loans,
the applicable Master Servicer shall be required to comply in all respects with
the instructions of the Shell Plaza Non-Pooled Subordinate Noteholder (whether
or not it constitutes the Shell Plaza Controlling Party), without regard to
clauses (i) through (vii) above, with respect to transfers of an interest in a
related Mortgaged Property or property releases or property substitutions of the
related Mortgaged Properties, in each case, permitted under the related Mortgage
Loan Documents except that in no event shall the applicable Master Servicer
comply with any instruction of the Shell Non-Pooled Subordinate Noteholder if
that instruction is to not obtain a confirmation from both Rating Agencies to
the effect that such release, addition or substitution of collateral will not,
in and of itself, result in an Adverse Rating Event with respect to any Class of
Rated Certificates if, absent such instruction, such confirmation would
otherwise be required.

          (b) If any payment of interest on a Serviced Pooled Mortgage Loan is
deferred pursuant to Section 3.20(a), then such payment of interest shall not,
for purposes of calculating monthly distributions and reporting information to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Pooled Mortgage Loan, notwithstanding that the terms of
such Pooled Mortgage Loan so permit or that such interest may actually be
capitalized; provided, however, that this sentence shall not limit the rights of
the applicable Master Servicer or the applicable Special Servicer on behalf of
the Trust to enforce any obligations of the related Borrower under such Pooled
Mortgage Loan.

          (c) Each of the applicable Master Servicer and the applicable Special
Servicer may, as a condition to its granting any request by a Borrower under a
Serviced Mortgage Loan for consent, modification, waiver or indulgence or any
other matter or thing, the granting of which is within such Master Servicer's or
such Special Servicer's, as the case may be, discretion pursuant to the terms of
the related Mortgage Loan Documents and is permitted by the terms of this
Agreement, require that such Borrower pay to it a reasonable or customary fee
for the additional services performed in connection with such request, together
with any related costs and expenses incurred by it; provided that the charging
of such fees would not otherwise constitute a "significant modification" of the
subject Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b). All
such fees collected by the applicable Master Servicer and/or the applicable
Special Servicer with respect to any Serviced Mortgage Loan shall be allocable
between such parties, as Additional Master Servicing Compensation and Additional
Special Servicing Compensation, respectively, as provided in Section 3.11.

                                     -163-
<PAGE>

          (d) All modifications, amendments, material waivers and other material
actions entered into or taken in respect of the Serviced Mortgage Loans pursuant
to this Section 3.20 (other than waivers of Default Charges for which the
consent of the applicable Special Servicer is required under Section 3.02), and
all material consents, shall be in writing. Each of the applicable Special
Servicer and the applicable Master Servicer shall notify the other such party,
each Rating Agency, the Certificate Administrator, the Trustee, the Controlling
Class Representative and, if affected thereby, the Shell Plaza Non-Pooled
Subordinate Noteholder, in writing, of any material modification, waiver,
amendment or other action entered into or taken thereby in respect of any
Serviced Mortgage Loan pursuant to this Section 3.20 (other than waivers of
Default Charges for which the consent of the applicable Special Servicer is
required under Section 3.02) 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 and, if affected, the Shell Plaza Non-Pooled
Subordinate Noteholder), an original counterpart of the agreement relating to
such modification, waiver, amendment or other action agreed to or taken by it,
promptly (and in any event within ten Business Days) following the execution
thereof. In addition, following the execution of any modification, waiver or
amendment agreed to by the applicable Special Servicer or the applicable Master
Servicer, as appropriate, pursuant to Section 3.20(a) above, the applicable
Special Servicer or the applicable Master Servicer, as applicable, shall deliver
to the other such party, the Certificate Administrator, the Trustee, the Rating
Agencies and, if affected, the Shell Plaza Non-Pooled Subordinate Noteholder an
Officer's Certificate certifying that all of the requirements of Section 3.20(a)
have been met and, in the case of the applicable Special Servicer, setting forth
in reasonable detail the basis of the determination made by it pursuant to
Section 3.20(a)(ii); provided that, if such modification, waiver or amendment
involves an extension of the maturity of any Serviced Mortgage Loan, such
Officer's Certificate shall be so delivered before the modification, waiver or
amendment is agreed to.

          (e) With respect to any Performing Serviced Mortgage Loan that is an
ARD Mortgage Loan after its Anticipated Repayment Date, the applicable Master
Servicer shall be permitted, with the consent of the applicable Special Servicer
(which consent shall be deemed granted if not denied in writing within ten
Business Days after receipt of the applicable Master Servicer's request
therefor), to waive (such waiver to be in writing addressed to the related
Borrower, with a copy to the Trustee) all or any portion of the accrued Post-ARD
Additional Interest in respect of such ARD Mortgage Loan if (i) the related
Borrower has requested the right to prepay such ARD Mortgage Loan in full
together with all payments required by the related Mortgage Loan Documents in
connection with such prepayment except for such accrued Post-ARD Additional
Interest, and (ii) the applicable Master Servicer has determined, in its
reasonable judgment, that waiving such Post-ARD Additional Interest is in
accordance with the Servicing Standard. The applicable Master Servicer shall
prepare all documents necessary and appropriate to effect any such waiver and
shall coordinate with the related Borrower for the execution and delivery of
such documents.

          (f) Notwithstanding anything in this Section 3.20 or in Section 3.08,
Section 3.24 or Section 3.25 to the contrary, the applicable Master Servicer
shall not be required to seek the consent of, or provide prior notice to, the
applicable Special Servicer, any Certificateholder, the Shell Plaza Controlling
Party or any Serviced Non-Pooled Pari Passu Companion Noteholder or obtain any
confirmation from the Rating Agencies with respect to the absence of an Adverse
Rating Event (unless required by the Mortgage Loan Documents) in order to
approve the following modifications, waivers or amendments of the Performing
Serviced Mortgage Loans: (i) waivers of minor covenant defaults (other than
financial covenants), including late financial statements; (ii) releases of
non-material parcels of a Mortgaged Property (including, without limitation, any
such releases (A) to which the related Mortgage Loan Documents expressly require
the mortgagee thereunder to make such releases upon the satisfaction of certain
conditions (and the conditions to the release that are set forth in the related
Mortgage Loan Documents do not include the approval of the lender or the
exercise of lender discretion (other than confirming the satisfaction of the
other conditions to the release set forth in the related Mortgage Loan Documents
that do not include any other approval or exercise)) and such release is made as
required by the related Mortgage Loan Documents or (B) that are related to any
condemnation action that is pending, or threatened in writing, and would affect
a non-material portion of the Mortgaged Property); (iii) grants of easements or
rights of way that do not materially affect the use or value of a Mortgaged
Property or the Borrower's ability to make any payments with respect to the
related Serviced Mortgage Loan; (iv) granting other routine approvals, including
the granting of subordination and nondisturbance and attornment agreements and
consents involving routine leasing activities that affect less than 30% of the
net rentable area of the Mortgaged Property or 30,000 square feet of the


                                     -164-
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Mortgaged Property, whichever is greater; (v) approval of annual budgets to
operate the Mortgage Property; (vi) grants of any waiver or consent that the
applicable Master Servicer determines (in accordance with the Servicing
Standard) to be immaterial; and (vii) approving a change of the property manager
at the request of the related Borrower (provided that the related Mortgaged
Property is not a hospitality property and either (A) the change occurs in
connection with an assignment and assumption approved in accordance with Section
3.08 or (B) the successor property manager is not affiliated with the Borrower
and is a nationally or regionally recognized manager of similar properties and
the related Serviced Pooled Mortgage Loan does not have a Stated Principal
Balance that is greater than or equal to $8,500,000 or 2% of the then aggregate
Stated Principal Balance of the Mortgage Pool, whichever is less; provided that
such modification, waiver, consent or amendment (x) would not constitute a
"significant modification" of the subject Serviced Mortgage Loan pursuant to
Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an
Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust
Event with respect to either Grantor Trust Pool, and (y) would be consistent
with the Servicing Standard; and provided, further, that, in connection with the
Shell Plaza Loan Group prior to the date, if any, on which the related Mortgage
Loans become Specially Serviced Mortgage Loans, the applicable Master Servicer
shall be required to comply in all respects with the instructions of the Shell
Plaza Non-Pooled Subordinate Noteholder (whether or not it constitutes the Shell
Plaza Controlling Party), without regard to the foregoing provisions, with
respect to transfers of an interest in a related Mortgaged Property or property
releases or property substitutions of the related Mortgaged Properties, in each
case, permitted under the related Mortgage Loan Documents.

          (g) In connection with granting an extension of the maturity date of
any Mortgage Loan in the Shell Plaza Loan Group in accordance with Section
3.20(a), the Shell Plaza Special Servicer (if the Mortgage Loans in the Shell
Plaza Loan Group are Specially Serviced Mortgage Loans), or the applicable
Master Servicer (if the Mortgage Loans in the Shell Plaza Loan Group are not
Specially Serviced Mortgage Loans) shall cause the related Borrower to agree, if
it has not already done so pursuant to the existing Mortgage Loan Documents, to
thereafter deliver to the Shell Plaza Special Servicer, the Trustee, the
Controlling Class Representative and the Shell Plaza Non-Pooled Subordinate
Noteholder audited operating statements on a quarterly basis with respect to the
related Mortgaged Properties, provided that the Shell Plaza Special Servicer or
the applicable Master Servicer, as the case may be, may, in its sole discretion,
waive the requirement that such statements be audited.

          (h) If and to the extent that the Trust, as holder of the
Non-Trust-Serviced Pooled Mortgage Loan, is entitled to consent to or approve
any modification, waiver or amendment of such Non-Trust-Serviced Pooled Mortgage
Loan, the applicable Master Servicer shall be responsible for responding to any
request for such consent or approval in accordance with the Servicing Standard,
and subject to the same conditions and/or restrictions, as if such
Non-Trust-Serviced Pooled Mortgage Loan was a Performing Serviced Mortgage Loan.
Insofar as any other Person would have consent rights hereunder with respect to
a similar modification, waiver or amendment of a Pooled Mortgage Loan that is a
Performing Serviced Mortgage Loan (other than the Shell Plaza Pooled Mortgage
Loan), such Person shall likewise have the same consent rights, subject to the
same conditions and/or restrictions, with respect to such modification, waiver
or amendment of such Non-Trust-Serviced Pooled Mortgage Loan.

          (i) The applicable Master Servicer shall, as to each Serviced Mortgage
Loan which is secured by the interest of the related Borrower under a Ground
Lease as listed on the Mortgage Loan Schedule, in accordance with the related
Mortgage Loan Documents, promptly (and, in any event, within 45 days) after 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 such Master Servicer.

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

          (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Serviced Mortgage Loan, the applicable Master Servicer shall
immediately give notice thereof to the Controlling Class Representative (and, if
affected thereby, to the related Serviced Non-Pooled Mortgage Loan Noteholder),
and if the


                                     -165-
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applicable Master Servicer is not also the applicable Special Servicer, the
applicable Master Servicer shall immediately give notice thereof to the
applicable Special Servicer and the Trustee, and shall deliver the related
Servicing File to the applicable Special Servicer and shall use its best
reasonable efforts to provide the applicable Special Servicer with all
information, documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Mortgage Loan and reasonably requested by the applicable Special Servicer to
enable it to assume its functions hereunder with respect thereto without acting
through a Sub-Servicer. To the extent such is in the possession of the
applicable Master Servicer (or any Sub-Servicer thereof), the information,
documents and records to be delivered by the applicable Master Servicer to the
applicable Special Servicer pursuant to the prior sentence shall include, but
not be limited to, financial statements, appraisals, environmental/engineering
reports, leases, rent rolls, Insurance Policies, UCC Financing Statements and
tenant estoppels. The applicable Master Servicer shall use its best efforts to
comply with the preceding two sentences within five Business Days of the
occurrence of each related Servicing Transfer Event. No later than ten Business
Days before the applicable Master Servicer is required to deliver a copy of the
related Servicing File to the applicable Special Servicer, it shall review such
Servicing File and request from the Trustee any material documents that it is
aware are missing from such Servicing File.

          Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the applicable Master Servicer is not also the
applicable Special Servicer, the applicable Special Servicer shall immediately
give notice thereof to the applicable Master Servicer, the Trustee and the
Controlling Class Representative (and, if affected thereby, to the related
Serviced Non-Pooled Mortgage Loan Noteholder) and shall return the related
Servicing File within five Business Days to the applicable Master Servicer. Upon
giving such notice and returning such Servicing File to the applicable Master
Servicer, the applicable Special Servicer's obligation to service such Mortgage
Loan, and the applicable Special Servicer's right to receive the Special
Servicing Fee with respect to such Mortgage Loan, shall terminate, and the
obligations of the applicable Master Servicer to service and administer such
Mortgage Loan shall resume.

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

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

          (c) The applicable Master Servicer and the applicable Special Servicer
shall each furnish to the other, upon reasonable request, such reports,
documents, certifications and information in its possession, and access to such
books and records maintained thereby, as may relate to any Serviced Mortgage
Loan or Administered REO Property and as shall be reasonably required by the
requesting party in order to perform its duties hereunder.

          (d) In connection with the performance of its obligations hereunder
with respect to any Serviced Mortgage Loan or Administered REO Property, each of
the applicable Master Servicer and the applicable Special Servicer shall be
entitled to rely upon written information provided to it by the other.

                                     -166-
<PAGE>

          SECTION 3.22. Sub-Servicing Agreements.

          (a) Each Master Servicer and the applicable Special Servicer may enter
into Sub-Servicing Agreements to provide for the performance by third parties of
any or all of their respective obligations hereunder, provided that (A) in each
case, the Sub-Servicing Agreement (as it may be amended or modified from time to
time): (i) insofar as it affects the Trust, is consistent with this Agreement in
all material respects; (ii) expressly or effectively provides that if such
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 such Master Servicer or the applicable
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 such Master Servicer or Special Servicer, as the
case may be, under such agreement or, subject to the provisions of Section
3.22(f), terminate such rights and obligations without payment of any fee
(provided, however, that the Shell Plaza Sub-Servicing Agreement shall not be
terminated except for cause or at the direction of the Shell Plaza Controlling
Party); (iii) prohibits the Sub-Servicer from modifying any Mortgage Loan or
commencing any foreclosure or similar proceedings with respect to any Mortgaged
Property without the consent of such Master Servicer and, further, prohibits the
Sub-Servicer from taking any action that such Master Servicer would be
prohibited from taking hereunder; (iv) if it is entered into by a Master
Servicer, does not purport to delegate or effectively delegate to the related
Sub-Servicer any of the rights or obligations of the applicable Special Servicer
with respect to any Specially Serviced Mortgage Loan or otherwise; (v) provides
that the Trustee, for the benefit of the Certificateholders (and, in the case of
a Subservicing Agreement related to the Shell Plaza Loan Group, for the benefit
of the Shell Plaza Non-Pooled Subordinate Noteholder), shall be a third party
beneficiary under such agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of such Master Servicer or such Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii) and except with respect to the obligations of any
applicable successor Master Servicer under a Designated Sub-Servicer Agreement)
none of the Trustee, any successor to such Master Servicer or Special Servicer,
as the case may be, or any Certificateholder (or, in the case of a Subservicing
Agreement related to the Shell Plaza Loan Group, the Shell Plaza Non-Pooled
Subordinate Noteholder) shall have any duties under such agreement or any
liabilities arising therefrom except as explicitly permitted herein; (vi)
permits any purchaser of a Pooled Mortgage Loan pursuant to this Agreement to
terminate such agreement with respect to such purchased Pooled Mortgage Loan
without cause and without payment of any termination fee; (vii) does not permit
the subject Sub-Servicer any rights of indemnification out of the Trust Fund
except through such Master Servicer or such Special Servicer, as the case may
be, pursuant to Section 6.03; (viii) does not impose any liability or
indemnification obligation whatsoever on the Trustee or the Certificateholders
with respect to anything contained therein; and (ix) in the case of the Shell
Plaza Sub-Servicing Agreement, provides that such Sub-Servicing Agreement may be
terminated, without cause and without payment of any penalty or termination fee,
only at the direction of the Shell Plaza Controlling Party; and (B) the Servicer
Report Administrator shall not be entitled to enter into any Sub-Servicing
Agreement to provide for the performance by third parties of any or all of the
obligations imposed on it hereunder in its capacity as Servicer Report
Administrator.

          (b) References in this Agreement to actions taken or to be taken by a
Master Servicer or Special Servicer include actions taken or to be taken by a
Sub-Servicer on behalf of such Master Servicer or such Special Servicer, as the
case may be; and, in connection therewith, all amounts advanced by any
Sub-Servicer to satisfy the obligations of a Master Servicer or Special Servicer
hereunder to make Advances shall be deemed to have been advanced by such Master
Servicer or such Special Servicer, as the case may be, out of its own funds and,
accordingly, such Advances shall be recoverable by such Sub-Servicer through
such Master Servicer in the same manner and out of the same funds as if such
Sub-Servicer were such Master Servicer or such Special Servicer, as the case may
be. Such Advances shall accrue interest in accordance with Sections 3.11(g)
and/or 4.03(d), such interest to be allocable between such Master Servicer or
such Special Servicer, as the case may be, and such Sub-Servicer as they may
agree. For purposes of this Agreement, the Master Servicers and the Special
Servicers shall each be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment.

                                     -167-
<PAGE>

          (c) The Master Servicers and the Special Servicers shall each 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.

          (d) Each Sub-Servicer actually performing servicing functions (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) to the extent
sub-servicing multifamily loans, shall be an approved conventional
seller/servicer of multifamily mortgage loans for Freddie Mac or Fannie Mae or a
HUD-Approved Servicer.

          (e) Each of the Master Servicers and the Special Servicers, for the
benefit of the Trustee and the Certificateholders (and, in the case of a
Subservicing Agreement related to a Serviced Mortgage Loan Group, for the
benefit of the related Serviced Non-Pooled Mortgage Loan Noteholder(s)), shall
(at no expense to any other party hereto or to the Certificateholders or the
Trust) monitor the performance and enforce the obligations of their respective
Sub-Servicers under the related Sub-Servicing Agreements. Such enforcement,
including the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as such Master Servicer or such Special Servicer, as
applicable, in its reasonable judgment, would require were it the owner of the
subject Mortgage Loans. Subject to the terms of the related Sub-Servicing
Agreement, including any provisions thereof limiting the ability of a Master
Servicer or Special Servicer, as applicable, to terminate a Sub-Servicer, each
of the Master Servicers and the Special Servicers shall have the right to remove
a Sub-Servicer retained by it at any time it considers such removal to be in the
best interests of Certificateholders (and/or, in the case of a Sub-Servicer for
a Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)), as applicable, subject to, in the case of a Sub-Servicer for the
Shell Plaza Loan Group, the approval of the Shell Plaza Controlling Party if
such approval is required under Section 3.25.

          (f) It shall be permissible for each Designated Sub-Servicing
Agreement to prohibit a termination of the related Sub-Servicer without cause
(except that cause shall be defined to include the occurrence of an Adverse
Rating Event with respect to the continuation of such Sub-Servicer to the extent
it is actually performing servicing functions or any event caused by such
Sub-Servicer which creates an Event of Default of the applicable Master Servicer
under this Agreement) or to require the payment of a termination fee (in an
amount not to exceed the amount, if any, set forth opposite the related
Sub-Servicer on Schedule III) upon any termination without cause. Any such right
of a Sub-Servicer under a Designated Sub-Servicing Agreement shall be binding
upon any successor to the applicable Master Servicer (including the Trustee) and
the obligation to pay such termination fee upon any termination of such
Sub-Servicer shall constitute a corporate obligation (not reimbursable by the
Trust or any of the other parties to this Agreement, including the applicable
terminated Master Servicer) of such successor.

          (g) In the event the Trustee or its designee assumes the rights and
obligations of a Master Servicer or a Special Servicer under any Sub-Servicing
Agreement, such Master Servicer or such 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.

          (h) Notwithstanding any Sub-Servicing Agreement entered into by it,
the Master Servicers and the Special Servicers shall each remain obligated and
liable to the Trustee and the Certificateholders (and, in the case of a Serviced
Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)) for the performance of their respective obligations and duties
under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans and/or REO Properties for which it is
responsible. The Master Servicers and the Special Servicers shall each pay the
fees of any Sub-Servicer retained by it in accordance with the respective
Sub-Servicing Agreement and, in any event, from its own funds.

                                     -168-
<PAGE>

          (i) Notwithstanding anything to the contrary set forth herein, any
account established and maintained by a Sub-Servicer pursuant to a Sub-Servicing
Agreement with a Master Servicer shall for all purposes under this Agreement be
deemed to be an account established and maintained by such Master Servicer.

          (j) Notwithstanding any contrary provisions of the foregoing
subsections of this Section 3.22, the appointment by a Master Servicer or a
Special Servicer of one or more third-party contractors for the purpose of
performing discrete, ministerial functions shall not constitute the appointment
of Sub-Servicers and shall not subject to the provisions of this Section 3.22;
provided, however, that such Master Servicer or such Special Servicer, as the
case may be, shall remain responsible for the actions of such third-party
contractors as if it were alone performing such functions and shall pay all fees
and expenses of such third-party contractors. The proviso to the preceding
sentence shall not be construed to limit the right of a Master Servicer or a
Special Servicer to be reimbursed for any cost or expense for which it is
otherwise entitled to reimbursement under this Agreement.

          (k) Neither the applicable Master Servicer nor the Shell Plaza Special
Servicer shall enter into any Sub-Servicing Agreement with respect to the Shell
Plaza Loan Group without the consent of the Shell Plaza Controlling Party. In
addition, the Shell Plaza Controlling Party may require the applicable Master
Servicer or the applicable Special Servicer to terminate any particular
Sub-Servicing Agreement with respect to the Shell Plaza Loan Group. Furthermore,
if PAR is no longer a Master Servicer, then the Shell Plaza Controlling Party
may require the applicable Master Servicer to (A) appoint a Sub-Servicer
(acceptable to the Shell Plaza Controlling Party in its sole discretion) with
respect to the Shell Plaza Loan Group and (B) delegate all of its primary
servicing responsibilities and duties, and assign all of the corresponding
master servicing compensation (exclusive of a portion of the corresponding
Master Servicing Fee that is in excess of a reasonable primary servicing fee),
with respect to the Shell Plaza Loan Group to that Sub-Servicer.

          (l) The General Special Servicer shall not enter into any
Sub-Servicing Agreement unless the Controlling Class Representative has
consented thereto.

          SECTION 3.23. Controlling Class Representative.

          (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.23 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 3.24) or to replace an existing
Controlling Class Representative; provided that, subject to the last sentence of
this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of
the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall
serve as the initial Controlling Class Representative. Upon (i) the receipt by
the Certificate Administrator of written requests for the selection of a
successor Controlling Class Representative from the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of Certificates representing
more than 50% of the Class Principal Balance of the Controlling Class, (ii) the
resignation or removal of the Person acting as Controlling Class Representative
or (iii) a determination by the Certificate Administrator that the Controlling
Class has changed, the Certificate Administrator shall promptly notify the
Depositor and the Holders (and, in the case of Book-Entry Certificates, to the
extent actually known to a Responsible Officer of the Certificate Administrator
or identified thereto by the Depositary or the Depositary Participants, the
Certificate Owners) of the Controlling Class that they may select a Controlling
Class Representative. Such notice shall set forth the process established by the
Certificate Administrator for selecting a Controlling Class Representative,
which process shall include the designation of the Controlling Class
Representative by the Majority Controlling Class Certificateholder(s) by a
writing delivered to the Certificate Administrator. No appointment of any Person
as a successor Controlling Class Representative shall be effective until such
Person provides the Certificate Administrator with (i) written confirmation of
its acceptance of such appointment, (ii) written confirmation of its agreement
to keep confidential, for so long as reports are required to be filed with
respect to the Trust under Section 15(d) of the Exchange Act, all information
received by it with respect to the Trust and its assets that has not been filed
with the Commission, (iii) an address and facsimile number for the delivery of
notices and other correspondence and (iv) a list of officers or employees of
such Person with whom the parties to this Agreement may deal (including their
names, titles, work addresses and facsimile numbers).

                                     -169-
<PAGE>

          (b) Within ten Business Days (or as soon thereafter as practicable if
the Controlling Class consists of Book-Entry Certificates) of any change in the
identity of the Controlling Class Representative of which a Responsible Officer
of the Certificate Administrator has actual knowledge and otherwise promptly
upon request from a Master Servicer or a Special Servicer, the Certificate
Administrator shall deliver to each of the Trustee, the Master Servicers and the
Special Servicers the identity of the Controlling Class Representative and a
list of each Holder (or, in the case of Book-Entry Certificates, to the extent
actually known to a Responsible Officer of the Certificate Administrator or
identified thereto by the Depositary or the Depositary Participants, each
Certificate Owner) of the Controlling Class, including, in each case, names and
addresses. With respect to such information, the Certificate Administrator shall
be entitled to conclusively rely on information provided to it by the Holders
(or, in the case of Book-Entry Certificates, subject to Section 5.06, by the
Depositary or the Certificate Owners) of such Certificates, and the Master
Servicers and the Special Servicers shall each be entitled to rely on such
information provided by the Certificate Administrator with respect to any
obligation or right hereunder that such Master Servicer or such Special
Servicer, as the case may be, may have to deliver information or otherwise
communicate with the Controlling Class Representative or any of the Holders (or,
if applicable, Certificate Owners) of the Controlling Class. In addition to the
foregoing, within two (2) Business Days of the selection, resignation or removal
of a Controlling Class Representative, the Certificate Administrator shall
notify the other parties to this Agreement of such event.

          (c) A Controlling Class Representative may at any time resign as such
by giving written notice to the Certificate Administrator, the Trustee, each
Special Servicer, each Master Servicer and each Holder (or, in the case of
Book-Entry Certificates, Certificate Owner) of the Controlling Class. The
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class shall be entitled to remove any existing Controlling Class
Representative by giving written notice to the Certificate Administrator, the
Trustee, each Special Servicer, each Master Servicer and such existing
Controlling Class Representative.

          (d) Once a Controlling Class Representative has been selected pursuant
to this Section 3.23, each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Certificate Administrator
and each other party to this Agreement and each Holder (or, in the case of
Book-Entry Certificates, Certificate Owner) of the Controlling Class, in
writing, of the resignation or removal of such Controlling Class Representative.

          (e) Any and all expenses of the Controlling Class Representative shall
be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust. Notwithstanding the
foregoing, if a claim is made against the Controlling Class Representative by a
Borrower with respect to this Agreement or any particular Mortgage Loan, the
Controlling Class Representative shall immediately notify the Certificate
Administrator, the Trustee, the applicable Master Servicer and the General
Special Servicer, whereupon (if a Special Servicer, a Master Servicer, the
Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also
named parties to the same action and, in the sole judgment of the General
Special Servicer, (i) the Controlling Class Representative had acted in good
faith, without negligence or willful misfeasance, with regard to the particular
matter at issue, and (ii) there is no potential for a Special Servicer, a Master
Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the
Trust to be an adverse party in such action as regards the Controlling Class
Representative), the General Special Servicer on behalf of the Trust shall,
subject to Section 6.03, assume the defense of any such claim against the
Controlling Class Representative; provided, however, that no judgment against
the Controlling Class Representative shall be payable out of the Trust Fund.
This provision shall survive the termination of this Agreement and the
termination or resignation of the Controlling Class Representative.

                                     -170-
<PAGE>

          SECTION 3.24. Certain Rights and Powers of the Controlling Class
                        Representative.

          (a) Subject to Section 3.24(c), the applicable Special Servicer shall
prepare a report (the "Asset Status Report") recommending the taking of certain
actions for each Serviced Mortgage Loan that becomes a Specially Serviced
Mortgage Loan and deliver such Asset Status Report to the Controlling Class
Representative and the applicable Master Servicer not later than 45 days after
the servicing of such Serviced Mortgage Loan is transferred to the applicable
Special Servicer. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

               (i) a summary of the status of such Specially Serviced Mortgage
     Loan and any negotiations with the related Borrower;

               (ii) a discussion of the legal and environmental considerations
     reasonably known to the applicable Special Servicer (including without
     limitation by reason of any Phase I Environmental Assessment and any
     additional environmental testing contemplated by Section 3.09(c)),
     consistent with the Servicing Standard, that are applicable to the exercise
     of remedies set forth herein and to the enforcement of any related
     guaranties or other collateral for the related Specially Serviced Mortgage
     Loan and whether outside legal counsel has been retained;

               (iii) the most current rent roll and income or operating
     statement available for the related Mortgaged Property or Mortgaged
     Properties;

               (iv) a summary of the applicable Special Servicer's recommended
     action with respect to such Specially Serviced Mortgage Loan;

               (v) the Appraised Value of the related Mortgaged Property or
     Mortgaged Properties, together with the assumptions used in the calculation
     thereof (which the applicable Special Servicer may satisfy by providing a
     copy of the most recently obtained Appraisal); and

               (vi) such other information as the applicable Special Servicer
     deems relevant in light of the Servicing Standard.

          If (i) the Controlling Class Representative affirmatively approves in
writing an Asset Status Report, (ii) after ten Business Days from receipt of an
Asset Status Report the Controlling Class Representative does not object to such
Asset Status Report or (iii) within ten Business Days after receipt of an Asset
Status Report the Controlling Class Representative objects to such Asset Status
Report and the applicable Special Servicer makes a determination in accordance
with the Servicing Standard that such objection is not in the best interest of
all the Certificateholders (and, if affected, any Serviced Non-Pooled Mortgage
Loan Noteholder), all as a collective whole, the applicable Special Servicer
shall take the recommended actions described in the Asset Status Report. If
within ten Business Days after receipt of an Asset Status Report the Controlling
Class Representative objects to such Asset Status Report and the applicable
Special Servicer does not make a determination in accordance with the Servicing
Standard that such objection is not in the best interest of all the
Certificateholders (and, if affected, any Serviced Non-Pooled Mortgage Loan
Noteholder), all as a collective whole, then (subject to Section 3.24(c)) the
applicable Special Servicer shall revise such Asset Status Report as soon as
practicable thereafter, but in no event later than 30 days after the objection
to the Asset Status Report by the Controlling Class Representative. The
applicable Special Servicer shall, subject to Section 3.24(c), revise such Asset
Status Report as provided in the prior sentence until the earliest of (a) the
delivery by the Controlling Class Representative of an affirmative approval in
writing of such revised Asset Status Report, (b) the failure of the Controlling
Class Representative to disapprove such revised Asset Status Report in writing
within ten (10) Business Days of its receipt thereof; or (c) the passage of
ninety (90) days from the date of preparation of the initial version of the
Asset Status Report. Following the earliest of such events, the applicable
Special Servicer shall implement the recommended action as outlined in the most
recent version of such Asset Status Report (provided that the applicable Special
Servicer shall not take any action that is contrary to applicable law or the
terms of the applicable Mortgage Loan Documents). The applicable


                                     -171-
<PAGE>

Special Servicer may, from time to time, subject to Section 3.24(c), modify any
Asset Status Report it has previously delivered and implement the new action in
such revised report so long as such revised report has been prepared, reviewed
and either approved or not rejected as provided above.

          Notwithstanding the prior paragraph, the applicable Special Servicer
may take any action set forth in an Asset Status Report before the expiration of
the ten (10) Business Day period during which the Controlling Class
Representative may reject such report if (A) the applicable Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders, as a collective whole,
and (B) it has made a reasonable effort to contact the Controlling Class
Representative. The applicable Special Servicer may not take any action
inconsistent with an Asset Status Report that has been adopted as provided
above, unless such action would be required in order to act in accordance with
the Servicing Standard. If the Special Servicer takes any action inconsistent
with an Asset Status Report that has been adopted as provided above, the
applicable Special Servicer shall promptly notify the Controlling Class
Representative of such inconsistent action and provide a reasonably detailed
explanation of the reasons therefor.

          The applicable Special Servicer shall deliver to the applicable Master
Servicer, the Controlling Class Representative and each Rating Agency a copy of
each Asset Status Report that has been adopted as provided above, in each case
with reasonable promptness following such adoption. The applicable Special
Servicer shall deliver to the applicable Master Servicer, the Controlling Class
Representative and each Rating Agency any comparable report contemplated by the
final sentence of Section 3.24(c).

          (b) In addition, notwithstanding anything in any other Section of this
Agreement to the contrary, but in all cases subject to Section 3.24(c), the
applicable Special Servicer will not be permitted to take, or consent to the
applicable Master Servicer's taking, any of the actions identified in clauses
(i) through (x) of this sentence not otherwise specifically covered by an
approved Asset Status Report, unless and until the applicable Special Servicer
has notified the Controlling Class Representative in writing of the applicable
Special Servicer's intent to take or permit the particular action and the
Controlling Class Representative has consented (or has failed to object) thereto
in writing within ten Business Days of having been notified thereof in writing
and having been provided with all reasonably requested information with respect
thereto (or, in the case of a proposed action for which the applicable Master
Servicer has requested approval from the applicable Special Servicer, within
such shorter period during which the applicable Special Servicer is initially
entitled to withhold consent without being deemed to have approved the action):

               (i) any foreclosure upon or comparable conversion (which may
     include acquisitions of an Administered REO Property) of the ownership of
     the property or properties securing any Specially Serviced Mortgage Loan as
     comes into and continues in default;

               (ii) any modification, amendment or waiver of a monetary term
     (including a change in the timing of payments but excluding the waiver of
     Default Charges) or any non-monetary term (excluding the waiver of any
     "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed
     in clause (ix) below) of (A) any Performing Serviced Mortgage Loan that has
     a principal balance of $2,500,000 or more (or, if the proposed
     modification/waiver is an extension of maturity or a waiver of Post-ARD
     Additional Interest under the circumstances contemplated by Section
     3.20(e), any such Mortgage Loan without regard to balance) or (B) any
     Specially Serviced Mortgage Loan;

               (iii) any acceptance of a discounted payoff with respect to any
     Specially Serviced Mortgage Loan;

               (iv) any determination to bring an Administered REO Property into
     compliance with applicable environmental laws or to otherwise address
     Hazardous Materials located at an Administered REO Property;

                                     -172-
<PAGE>

               (v) any release of collateral for any Serviced Mortgage Loan
     (except that in circumstances where either (x) both (A) the relevant
     Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with an
     outstanding principal balance of less than $2,500,000 and (B) the release
     of collateral is not conditioned on obtaining the consent of the lender
     under the related Mortgage Loan Documents, or (y) the release of collateral
     is made upon a satisfaction of the subject Serviced Mortgage Loan, the
     consent of (or failure to object by) the Controlling Class Representative
     shall not constitute a condition to the taking of or consent to such action
     by the applicable Special Servicer but the applicable Special Servicer
     shall deliver notice of such action to the Controlling Class Representative
     simultaneously with or promptly following its taking or consenting to such
     action);

               (vi) any acceptance of substitute or additional collateral for a
     Serviced Mortgage Loan (except that in circumstances where either (x) the
     relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with
     an outstanding principal balance of less than $2,500,000 or (y) the
     acceptance of the substitute or additional collateral is not conditioned on
     obtaining the consent of the lender, the consent of (or failure to object
     by) the Controlling Class Representative shall not constitute a condition
     to the taking of or consent to such action by the applicable Special
     Servicer but the applicable Special Servicer shall deliver notice of such
     action to the Controlling Class Representative simultaneously with or
     promptly following its taking or consenting to such action);

               (vii) any releases of any Letters of Credit, Reserve Funds or
     other Additional Collateral with respect to any Mortgaged Property securing
     a Serviced Mortgage Loan (except that in circumstances where either (x) the
     relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with
     a principal balance of less than $2,500,000 or (y) the release of the
     applicable Letter of Credit, Reserve Funds or Additional Collateral is not
     conditioned on obtaining the consent of the lender, the consent of (or
     failure to object by) the Controlling Class Representative shall not
     constitute a condition to the taking of or consent to such action by the
     applicable Special Servicer but the applicable Special Servicer shall
     deliver notice of such action to the Controlling Class Representative
     simultaneously with or promptly following its taking or consenting to such
     action);

               (viii) any termination or replacement, or consent to the
     termination or replacement, of a property manager with respect to any
     Mortgaged Property securing a Serviced Mortgage Loan (except that in
     circumstances where the relevant Serviced Mortgage Loan is a Performing
     Serviced Mortgage Loan with a principal balance of less than $2,500,000,
     the consent of (or failure to object by) the Controlling Class
     Representative shall not constitute a condition to the taking of or consent
     to such action by the applicable Special Servicer but the applicable
     Special Servicer shall deliver notice of such action to the Controlling
     Class Representative simultaneously with or promptly following its taking
     or consenting to such action) or any modification, waiver or amendment of
     any franchise or similar agreement, or any execution of a new franchise or
     similar agreement, with respect to any hospitality property;

               (ix) any approval of the assignment of the Mortgaged Property
     securing any Serviced Mortgage Loan to and assumption of such Serviced
     Mortgage Loan by another Person, any waiver of a "due-on-sale" clause in
     any Mortgage Loan, any approval of a further encumbrance of the Mortgaged
     Property securing any Serviced Mortgage Loan or any waiver of a
     "due-on-encumbrance" clause in any Serviced Mortgage Loan (except that in
     circumstances where the relevant Serviced Mortgage Loan is a Performing
     Serviced Mortgage Loan with principal balance of less than $2,500,000, the
     consent of (or failure to object by) the Controlling Class Representative
     shall not constitute a condition to the taking of or consent to such action
     by the applicable Special Servicer but the applicable Special Servicer
     shall deliver notice of such action to the Controlling Class Representative
     simultaneously with or promptly following its taking or consenting to such
     action); and

               (x) any determination as to whether any type of property-level
     insurance is required under the terms of any Serviced Mortgage Loan, is
     available at commercially reasonable rates, is available for similar types
     of properties in the area in which the related Mortgaged Property is
     located or any other determination or


                                     -173-
<PAGE>

     exercise of discretion with respect to property-level insurance (except
     that in circumstances where the relevant Serviced Mortgage Loan is a
     Performing Serviced Mortgage Loan with a principal balance of less than
     $2,500,000, the consent of (or failure to object by) the Controlling Class
     Representative shall not constitute a condition to the taking of or consent
     to such action by the applicable Special Servicer but the applicable
     Special Servicer shall deliver notice of such action to the Controlling
     Class Representative simultaneously with or promptly following its taking
     or consenting to such action);

provided that, in the event that the applicable Special Servicer determines that
immediate action is necessary to protect the interests of the Certificateholders
and any Serviced Non-Pooled Mortgage Loan Noteholder (as a collective whole),
the applicable Special Servicer may take any such action without waiting for the
Controlling Class Representative's response.

          In addition, subject to Section 3.24(c), the Controlling Class
Representative may direct the applicable Special Servicer to take, or to refrain
from taking, such actions as the Controlling Class Representative may deem
advisable with respect to the servicing and administration of Specially Serviced
Pooled Mortgage Loans and/or Administered REO Properties or as to which
provision is otherwise made herein. Upon reasonable request, the applicable
Special Servicer shall provide the Controlling Class Representative with any
information in the applicable Special Servicer's possession with respect to such
matters, including, without limitation, its reasons for determining to take a
proposed action.

          (c) Notwithstanding anything herein to the contrary: (i) neither
Special Servicer shall have any right or obligation to consult with or to seek
and/or obtain consent or approval from any Controlling Class Representative
prior to acting (and provisions of this Agreement requiring such consultation,
consent or approval shall be of no effect) during the period following any
resignation or removal of a Controlling Class Representative and before a
replacement is selected; and (ii) no advice, direction or objection from or by
the Controlling Class Representative, as contemplated by Section 3.24(a) or any
other provision of this Agreement, may (and the applicable Special Servicer
shall ignore and act without regard to any such advice, direction or objection
that such Special Servicer has determined, in its reasonable, good faith
judgment, would): (A) require or cause such Special Servicer to violate
applicable law, the terms of any Mortgage Loan or any other Section of this
Agreement, including the applicable Special Servicer's obligation to act in
accordance with the Servicing Standard, (B) result in an Adverse REMIC Event
with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
either Grantor Trust Pool, (C) expose the Trust, the Depositor, a Master
Servicer, a Special Servicer, the Fiscal Agent, the Certificate Administrator,
the Trustee or any of their respective Affiliates, members, managers, officers,
directors, employees or agents, to any material claim, suit or liability or (D)
materially expand the scope of a Master Servicer's or Special Servicer's
responsibilities under this Agreement.

          (d) Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) the Controlling Class Representative may have
special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may
act solely in the interests of the Holders of the Controlling Class; (iii) the
Controlling Class Representative does not have any duties to the Holders of any
Class of Certificates other than the Controlling Class; (iv) the Controlling
Class Representative may take actions that favor interests of the Holders of the
Controlling Class over the interests of the Holders of one or more other Classes
of Certificates; and (v) the Controlling Class Representative shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Controlling Class Representative or any director,
officer, employee, agent or principal thereof for having so acted.

          (e) Notwithstanding anything to the contrary contained in this
Agreement, including other subsections of this Section 3.24, with respect to the
Shell Plaza Loan Group, the Controlling Class Representative shall not have any
of the rights set forth in this Section 3.24 except for the right to receive a
copy of the Asset Status Report unless the Controlling Class Representative
becomes the Shell Plaza Controlling Party and will not, regardless of whether
the Controlling Class Representative becomes the Shell Plaza Controlling Party,
at any time have the right to make decisions or direct the Shell Plaza Special
Servicer with respect to transfers of an interest in a related Mortgaged
Property,


                                     -174-
<PAGE>

property releases or property substitutions of the related Mortgaged Properties,
in each case, permitted under the related Mortgage Loan Documents.

          SECTION 3.25. Certain Rights and Powers of the Shell Plaza Non-Pooled
                        Subordinate Noteholder and the Shell Plaza Controlling
                        Party.

          (a) Notwithstanding anything in any other Section of this Agreement to
the contrary, but in all cases subject to Section 3.25(b), the applicable Master
Servicer and the Shell Plaza Special Servicer will each be required to obtain
the prior written consent, or the deemed consent, in accordance with the Shell
Plaza Intercreditor Agreement, of the Shell Plaza Controlling Party prior to
taking any of the following actions:

               (i) any proposed foreclosure upon or comparable conversion (which
     may include acquisition as an REO Property) of the ownership of any Shell
     Plaza Mortgaged Property and the other collateral securing the Shell Plaza
     Loan Group if it comes into and continues in default or other enforcement
     action under the related Mortgage Loan Documents;

               (ii) any proposed modification, amendment or waiver of a monetary
     term (including, without limitation, the timing of payments or forgiveness
     of interest or principal, but excluding any term relating to late charges)
     or any material non-monetary term of the Shell Plaza Loan Group;

               (iii) any proposed successor property manager with respect to, or
     any material alteration of, any of the Shell Plaza Mortgaged Properties;

               (iv) any waiver of the requirements under the Shell Plaza Loan
     Group with respect to property insurers or the manner in which payments or
     other collections on the Shell Plaza Loan Group are held and/or invested;

               (v) any proposed sale of any of the Shell Plaza Mortgaged
     Properties or transfer of an interest in the related Borrower or any of the
     Shell Plaza Mortgaged Properties;

               (vi) any acceptance of a discounted payoff of the Shell Plaza
     Loan Group;

               (vii) any determination to bring any Shell Plaza Mortgaged
     Property into compliance with applicable environmental laws or to otherwise
     address hazardous materials located at a Shell Plaza Mortgaged Property;

               (viii) any material release of collateral for the Shell Plaza
     Loan Group (other than in accordance with the terms of, or upon
     satisfaction of, the Shell Plaza Loan Group) or any release of the related
     Borrower or any guarantor;

               (ix) any acceptance of substitute or additional collateral for
     the Shell Plaza Loan Group (other than in accordance with the terms of the
     Shell Plaza Loan Group);

               (x) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

               (xi) any acceptance of an assumption agreement releasing the
     related Borrower from liability under the Shell Plaza Loan Group;

               (xii) the appointment or removal of any sub-servicer for the
     Shell Plaza Loan Group (other than in connection with the Trustee becoming
     the successor thereto pursuant to the terms of Section 7.02 of this
     Agreement);

                                     -175-
<PAGE>

               (xiii) any renewal or replacement of the then existing insurance
     policies with respect to the Shell Plaza Loan Group to the extent that such
     renewal or replacement policy does not comply with the terms of the related
     Mortgage Loan Documents or any waiver, modification or amendment of any
     insurance requirements under the loan documents, in each case if the
     mortgagee's approval is required under the related Mortgage Loan Documents;

               (xiv) the approval of a material capital expenditure, if the
     mortgagee's approval is required under the related Mortgage Loan Documents;

               (xv) the approval of additional indebtedness secured by the Shell
     Plaza Mortgaged Property, if the mortgagee's approval is required under the
     related Mortgage Loan Documents; and

               (xvi) any adoption or approval of a plan in bankruptcy of the
     related Borrower;

provided that (A) in the event that the applicable Master Servicer or the Shell
Plaza Special Servicer determines in accordance with the Servicing Standard that
immediate action is necessary to protect the interests of the Trustee, the
Certificateholders and the Shell Plaza Non-Pooled Subordinate Noteholder (as a
collective whole), the applicable Master Servicer or the Shell Plaza Special
Servicer may take any such action without waiting for the Shell Plaza
Controlling Party's response; (B) the applicable Master Servicer or the Shell
Plaza Special Servicer, as applicable, will not be obligated to seek approval
from the Shell Plaza Controlling Party for any actions to be taken by it if: (i)
the applicable Master Servicer or the Shell Plaza Special Servicer, as
applicable, notified the Shell Plaza Controlling Party in writing of such
actions that the applicable Master Servicer or the Shell Plaza Special Servicer,
as applicable, proposes to take with respect to the workout or liquidation of
the Shell Plaza Loan Group, and (ii) for 60 days following the first such
notice, the Shell Plaza Controlling Party has objected to all of those proposed
actions and has failed to suggest any alternative actions that the applicable
Master Servicer or the Shell Plaza Special Servicer considers to be consistent
with the Servicing Standard; and (C) regardless of the identity of the Shell
Plaza Controlling Party, the Shell Plaza Non-Pooled Subordinate Noteholder shall
have the exclusive right to make decisions and direct the applicable Master
Servicer or the Shell Plaza Special Servicer with respect to any transfer of an
interest in a Mortgaged Property or any property releases or property
substitutions, in each case, permitted under the related Mortgage Loan Documents
in connection with the Shell Plaza Loan Group.

          In addition, notwithstanding any provision to the contrary contained
in this Agreement, for so long as the Shell Plaza Non-Pooled Subordinate
Noteholder is the Shell Plaza Controlling Party, the Shell Plaza Controlling
Party may communicate with, respond to requests from and deliver any proposals
to the related Borrower with respect to the items set forth above in respect of
the Shell Plaza Loan Group, the Shell Plaza Mortgaged Properties and the related
Borrower and may forward copies of such communications or proposals to the
applicable Master Servicer and the Shell Plaza Special Servicer for their
consideration. The applicable Master Servicer or the Shell Plaza Special
Servicer, as the case may be, shall follow the recommendations of the Shell
Plaza Controlling Party with respect to such items, unless the applicable Master
Servicer or the Shell Plaza Special Servicer, as the case may be, determines
that following such recommendations would violate the Servicing Standard. For as
long as the initial Shell Plaza Non-Pooled Subordinate Noteholder or any of its
Affiliates is the Shell Plaza Controlling Party, then such Shell Plaza
Controlling Party may exercise any and all of the rights enumerated above in
this subsection (a), provided that, if a Servicing Transfer Event has occurred
and is continuing, the Shell Plaza Special Servicer shall be required to fully
participate in the exercise of such rights enumerated above in this subsection
(a), including, without limitation, participating in any communications with the
related Borrower.

          Upon reasonable request, the applicable Master Servicer or the Shell
Plaza Special Servicer shall provide the Shell Plaza Controlling Party with any
information in the possession of the applicable Master Servicer or the Shell
Plaza Special Servicer with respect to such matters, including, without
limitation, its reasons for determining to take a proposed action.

                                     -176-
<PAGE>

         (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Shell Plaza Controlling Party, as
contemplated by Section 3.25(a) or any other provision of this Agreement, may
(and the applicable Master Servicer or the Shell Plaza Special Servicer, as the
case may be, shall ignore and act without regard to any such advice, direction
or objection that such Master Servicer or the Shell Plaza Special Servicer, as
the case may be, has determined, in its reasonable, good faith judgment, would):
(A) require or cause such Master Servicer or the Shell Plaza Special Servicer,
as the case may be, to violate applicable law, any provision of this Agreement,
or the Shell Plaza Intercreditor Agreement, including such Master Servicer's or
the Shell Plaza Special Servicer's, as applicable, obligation to act in
accordance with the Servicing Standard, or act in a manner that is not in the
best interests of the holders of the Shell Plaza Loan Group (as a collective
whole), (B) result in an Adverse REMIC Event with respect to any REMIC Pool or
an Adverse Grantor Trust Event with respect to either Grantor Trust Pool or
cause the arrangement evidenced by the Shell Plaza Intercreditor Agreement not
to be treated as a "grantor trust" for Federal income tax purposes or (C) expand
the scope of the applicable Master Servicer's or the Shell Plaza Special
Servicer's, as the case may be, responsibilities under this Agreement.

          (c) Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) the Shell Plaza Non-Pooled Subordinate Noteholder
may have special relationships and interests that conflict with those of Holders
of one or more Classes of Certificates; (ii) Shell Plaza Non-Pooled Subordinate
Noteholder may act solely in its own interests; (iii) the Shell Plaza Non-Pooled
Subordinate Noteholder does not have any duties to the Holders of any Class of
Certificates; and (iv) the Shell Plaza Non-Pooled Subordinate Noteholder shall
have no liability whatsoever for having so acted, and no Certificateholder may
take any action whatsoever against the Shell Plaza Non-Pooled Subordinate
Noteholder or any director, officer, employee, agent or principal thereof for
having so acted.

          (d) Any Shell Plaza Non-Pooled Subordinate Noteholder or its designee
(other than the Shell Plaza Controlling Party) shall be entitled to receive a
copy of any notice or report required to be delivered (upon request or
otherwise) by any party hereto to the Controlling Class Representative or the
Shell Plaza Controlling Party or the Trustee with respect to the Shell Plaza
Loan Group, other than with respect to any determination of the Fair Value of a
Shell Plaza Pooled Mortgage Loan pursuant to Section 3.18. Any such party shall
be permitted to require payment of a sum sufficient to cover the reasonable
costs and expenses of providing such copies pursuant to this Section 3.25(d).

          (e) The applicable Master Servicer or the Shell Plaza Special
Servicer, as the case may be, shall notify the Shell Plaza Non-Pooled
Subordinate Noteholder or its designee of any proposed transfer of an interest
in a related Mortgaged Property or release or substitution of collateral for the
Shell Plaza Loan Group, even if such transfer, release or substitution is in
accordance with the related Mortgage Loan Documents. Upon determining that a
Servicing Transfer Event has occurred with respect to the Shell Plaza Loan Group
in accordance with the definition of "Specially Serviced Mortgage Loan", the
applicable Master Servicer shall promptly notify the Shell Plaza Non-Pooled
Subordinate Noteholder or its designee.

          (f) Notwithstanding anything to the contrary contained in this
Agreement, the Shell Plaza Controlling Party shall have the sole right to
appoint and remove the Shell Plaza Special Servicer with or without cause in
accordance with Section 3.27.

          (g) The Shell Plaza Non-Pooled Subordinate Noteholder or its designee
shall be entitled to access to books, records, financial statements or other
documents of the related Borrower, shall be given the opportunity to inspect the
Shell Plaza Mortgaged Property or may request the applicable Master Servicer or
the Shell Plaza Special Servicer, as the case may be, to encourage the related
Borrower to reasonably cooperate to provide the Shell Plaza Non-Pooled
Subordinate Noteholder access for its own inspection of any Shell Plaza
Mortgaged Property or such books or records and to discuss the business,
financial and other conditions of the related Borrower with the officers,
accountants and other representatives of the related Borrower, in each case in
accordance with the terms of the Shell Plaza Intercreditor Agreement. Each
designee of each Shell Plaza Non-Pooled Subordinate Noteholder shall be entitled
to access to or copies of records and information from the applicable Master
Servicer for the Shell Plaza Loan Group and/or the Shell Plaza Special Servicer
to the same extent and under the same conditions as the related Shell Plaza
Non-Pooled Subordinate


                                     -177-
<PAGE>

Noteholder is entitled to such access or copies under Section 3.15 of this
Agreement. In addition, the applicable Master Servicer shall also deliver to the
Shell Plaza Non-Pooled Subordinate Noteholder copies of any other documents
(other than with respect to any determination of the Fair Value of a Shell Plaza
Pooled Mortgage Loan pursuant to Section 3.18), including without limitation,
property inspection reports and loan servicing statements, all at the sole cost
of such Shell Plaza Non-Pooled Subordinate Noteholder.

          (h) Notwithstanding anything to the contrary contained in this
Agreement, the Shell Plaza Non-Pooled Subordinate Noteholder shall have the
rights to cure defaults under or purchase the Shell Plaza Pooled Mortgage Loans.

          (i) Notwithstanding anything to the contrary contained in this
Agreement, the Shell Plaza Non-Pooled Subordinate Noteholder shall be entitled
to appoint any Person to serve as a representative to exercise on behalf of the
Shell Plaza Non-Pooled Subordinate Noteholder the rights and powers granted to
the Shell Plaza Non-Pooled Subordinate Noteholder hereunder or under the related
Mortgage Loan Group Intercreditor Agreement; provided, however, that shall such
appointment need not be recognized hereunder unless the Shell Plaza Non-Pooled
Subordinate Noteholder or such Person shall have delivered or caused to have
been delivered to the applicable Master Servicer and the Shell Plaza Special
Servicer a list of officers or employees of such Person with whom the applicable
Master Servicer and the Shell Plaza Special Servicer may deal (including their
names, titles, work addresses and facsimile numbers).

          SECTION 3.26. Certain Matters Regarding the Lincoln Square Non-Pooled
                        Pari Passu Noteholder.

          (a) Unless the applicable Special Servicer has received notice that
the Lincoln Square Non-Pooled Pari Passu Companion Loan Noteholder is the
related Borrower or an Affiliate of the related Borrower, the applicable Special
Servicer shall give the Lincoln Square Non-Pooled Pari Passu Companion Loan
Noteholder or its representative prompt notice of any determination by the
Special Servicer to take any of the actions with respect to the Lincoln Square
Loan Group that are described in any of clauses (i) through (x) of Section 2(e)
of the Lincoln Square Intercreditor Agreement, which Noteholder shall have the
right to consult with the applicable Special Servicer with respect to such
action. Notwithstanding the rights of the Lincoln Square Non-Pooled Pari Passu
Companion Loan Noteholder to consult on such matters, in no event will the
applicable Special Servicer be obligated to act upon the direction, advice or
objection of the Lincoln Square Non-Pooled Pari Passu Companion Loan Noteholder
or its representative in connection therewith.

          (b) In satisfaction of the remittance obligations set forth in Section
2(b) of the Lincoln Square Intercreditor Agreement, any remittance of payments
received with respect to the Lincoln Square Non-Pooled Pari Passu Companion
Loans required to be made by the applicable Master Servicer for the Lincoln
Square Mortgaged Property to the Lincoln Square Non-Pooled Companion Noteholder
shall (notwithstanding any other provision of this Agreement to the contrary) be
made to the Lincoln Square Non-Pooled Companion Noteholder monthly on each
Master Servicer Remittance Date.

          (c) The applicable Master Servicer for the Lincoln Square Loan Group
shall deliver the reports, information and notices of default contemplated by
Section 2(b) of the Lincoln Square Intercreditor Agreement.

          (d) The applicable Master Servicer for the Lincoln Square Loan Group
shall be entitled to exercise the rights afforded to the master servicer
referred to in Section 2(d) of the Lincoln Square Intercreditor Agreement.

          (e) Each of the applicable Master Servicer and the applicable Special
Servicer for the Lincoln Square Loan Group shall be entitled to exercise the
rights afforded to the master servicer or the special servicer, as the case may
be, referred to in Section 2(g) or Section 3 of the Lincoln Square Intercreditor
Agreement.

          SECTION 3.27. Replacement of Special Servicers.

          (a) Subject to Section 3.27(b), the Controlling Class Representative
may remove the existing General Special Servicer hereunder (with or without
cause) and appoint a successor to the existing General Special Servicer;


                                     -178-
<PAGE>

provided that if any such removal is made without cause, then the costs of
transferring the special servicing responsibilities of the removed General
Special Servicer to a successor thereto shall be paid by the Certificateholders
of the Controlling Class and (B) the Controlling Class Representative shall have
delivered or caused to have been delivered to each of the parties hereto a copy
of the request for the rating confirmation described in clause (i) of subsection
(b) that constitutes a condition to the effectiveness of the removal and/or
appointment, simultaneously with or promptly following the delivery of such
request to the Rating Agencies. In addition, the Shell Plaza Controlling Party
may, upon prior written notice to the respective parties hereto, remove any
existing Shell Plaza Special Servicer hereunder (with or without cause) and
appoint a successor Shell Plaza Special Servicer; provided that, if any such
removal is without cause, then the costs of transferring the special servicing
responsibilities to a successor Shell Plaza Special Servicer shall be paid by
such Shell Plaza Controlling Party.

          (b) No removal of a Special Servicer and/or appointment of a successor
thereto pursuant to Section 3.27(a) shall be effective until: (i) the Trustee
shall have received (A) written confirmation from each of the Rating Agencies
that such removal and/or appointment will not result in an Adverse Rating Event
with respect to any Class of Rated Certificates, (B) an Acknowledgment of
Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed
by the Person designated to be the successor to the terminated Special Servicer,
and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or
the Trust) substantially to the effect that (1) the removal of such terminated
Special Servicer and/or the appointment of the Person designated to serve as
successor thereto is in compliance with this Section 3.27, (2) such designated
Person is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (3) the Acknowledgment of Proposed
Special Servicer, the form of which is attached hereto as Exhibit I-2, has been
duly authorized, executed and delivered by such designated Person and (4) upon
the execution and delivery of the Acknowledgment of Proposed Special Servicer,
such designated Person shall be bound by the terms of this Agreement and,
subject to customary bankruptcy and insolvency exceptions and customary equity
exceptions, this Agreement shall be enforceable against such designated Person
in accordance with its terms; and (ii) if such terminated Special Servicer has
been removed by without cause, the Certificateholders of the Controlling Class
(or, if the Shell Plaza Special Servicer is the terminated Special Servicer, the
Shell Plaza Controlling Party) shall have delivered to the Trustee and the
terminated Special Servicer such Certificateholders' joint and several
undertaking (or, if applicable, such Shell Plaza Controlling Party's
undertaking) to pay any expenses incurred by the Trustee and such terminated
Special Servicer in connection with the transfer of special servicing
responsibilities to a successor Special Servicer.

          (c) Any Special Servicer terminated pursuant to Section 3.27(a) shall
be deemed to have been so terminated simultaneously with the designated
successor's becoming the applicable Special Servicer hereunder; provided that
(i) the terminated Special Servicer shall be entitled to receive, in connection
with its termination, payment out of the Collection Accounts of all of its
accrued and unpaid Special Servicing Fees, as and to the extent provided in
Section 3.05(a), and reimbursement from the successor to such terminated Special
Servicer of all outstanding Servicing Advances made by such terminated Special
Servicer and all unpaid Advance Interest accrued on such outstanding Servicing
Advances (in which case the successor to such terminated Special Servicer shall
be deemed to have made such Servicing Advances at the same time that such
terminated Special Servicer had actually made them), (ii) such terminated
Special Servicer shall thereafter be entitled to Workout Fees, as and to the
extent expressly permitted by Section 3.11(c), and (iii) such terminated Special
Servicer shall continue to be entitled to the benefits of Section 6.03,
notwithstanding any such termination; and provided, further, that such
terminated Special Servicer shall continue to be obligated to pay (and entitled
to receive) all other amounts accrued to (or owing by) it under this Agreement
on or prior to the effective date of such termination. Such terminated Special
Servicer shall cooperate with the Trustee and the replacement to such terminated
Special Servicer in effecting the transfer of such terminated Special Servicer's
responsibilities and rights hereunder to its successor, including the transfer
within two Business Days of its termination becoming effective pursuant to this
Section 3.27, to the replacement to such terminated Special Servicer for
administration by it of all cash amounts that at the time are or should have
been credited by such terminated Special Servicer to the REO Account maintained
by it or to any Servicing Account or Reserve Account or should have been
delivered to the Master Servicers or that are thereafter received by or on
behalf of such terminated Special Servicer with respect to any Mortgage Loan or
REO Property.

                                     -179-
<PAGE>

          SECTION 3.28. Application of Default Charges.

          (a) Any and all Default Charges that are actually received by or on
behalf of the Trust with respect to any Serviced Pooled Mortgage Loan or REO
Pooled Mortgage Loan and (to the extent remitted to the applicable Master
Servicer by the related Non-Trust Master Servicer) any and all Default Charges
that are actually received by or on behalf of the Trust with respect to the
Non-Trust-Serviced Pooled Mortgage Loan or successor REO Mortgage Loan shall be
applied for the following purposes and in the following order, in each case to
the extent of the remaining portion of such Default Charges:

          first, to pay to the Fiscal Agent, the Trustee, the applicable Master
     Servicer or the applicable Special Servicer, in that order, any Advance
     Interest due and owing to such party on outstanding Advances made thereby
     with respect to such Pooled Mortgage Loan or REO Pooled Mortgage Loan, as
     the case may be;

          second, to reimburse the Trust for any Advance Interest paid to the
     Fiscal Agent, the Trustee, the applicable Master Servicer or the applicable
     Special Servicer since the Closing Date with respect to such Pooled
     Mortgage Loan or REO Pooled Mortgage Loan, as the case may be, which
     interest was paid from a source other than Default Charges collected on
     such Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the case may be;
     and

          third, to pay any remaining portion of such Default Charges (such
     remaining portion, "Net Default Charges") as follows: (A) if such Mortgage
     Loan is a Non-Trust-Serviced Mortgage Loan, to the applicable Master
     Servicer as Additional Master Servicing Compensation, in an amount equal to
     the entirety of such remaining portion, or (B) if such Mortgage Loan is a
     Serviced Mortgage Loan, on a pro rata basis: (i) to the applicable Master
     Servicer as Additional Master Servicing Compensation, in an amount equal to
     the product of such remaining portion and a fraction, the numerator of
     which is the aggregate amount of Default Charges (to the extent not
     previously collected and applied under this Section 3.28) accrued on such
     Mortgage Loan while such Mortgage Loan was not a Specially Serviced
     Mortgage Loan and the denominator of which is the aggregate amount of
     Default Charges (to the extent not previously collected and applied under
     this Section 3.28) theretofore accrued on such Mortgage Loan, and (ii) to
     the applicable Special Servicer as Additional Special Servicing
     Compensation, in an amount equal to the product of such remaining portion
     and a fraction, the numerator of which is the aggregate amount of Default
     Charges (to the extent not previously collected and applied under this
     Section 3.28) accrued on such Mortgage Loan while such Mortgage Loan is a
     Specially Serviced Mortgage Loan and the denominator of which is the
     aggregate amount of Default Charges (to the extent not previously collected
     and applied under this Section 3.28) theretofore accrued on such Mortgage
     Loan.

          (b) Default Charges applied to reimburse the Trust pursuant to clause
second of Section 3.28(a) are intended to be available for distribution on the
Certificates pursuant to Section 4.01(a), subject to application pursuant to
Section 3.05(a) or 3.05(b) for any items payable out of general collections on
the Mortgage Pool. Default Charges applied to reimburse the Trust pursuant to
clause second of Section 3.28(a) shall be deemed to offset payments of Advance
Interest in the chronological order in which it accrued with respect to the
subject Pooled Mortgage Loan or REO Pooled Mortgage Loan (whereupon such Advance
Interest shall thereafter be deemed to have been paid out of Default Charges).


                                     -180-
<PAGE>


                                   ARTICLE IV


                         PAYMENTS TO CERTIFICATEHOLDERS


          SECTION 4.01. Distributions.

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

          (1) to make distributions of interest to the Holders of the respective
     Classes of the Senior Certificates, up to an amount equal to, and pro rata
     as among such Classes in accordance with, 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, if any;

          (2) to make distributions of principal to the Holders of the
     respective Classes of the Class A Certificates, allocable as among such
     Classes of Certificateholders as provided below, up to an amount (not to
     exceed the aggregate Class Principal Balance of such Classes of
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Principal Distribution Amount for such Distribution Date; and

          (3) to make distributions to the Holders of the respective Classes of
     the Class A Certificates, up to an amount equal to, pro rata as among such
     Classes of Certificateholders in accordance with, and in reimbursement of,
     all Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to each such Class of Certificates pursuant to Section 4.04(a)
     and not previously reimbursed.

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

          (5) after the Class Principal Balances of the Class A Certificates
     have been reduced to zero, to make distributions of principal to the
     Holders of the Class B Certificates, up to an amount (not to exceed the
     Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Principal
     Distribution Amount for such Distribution Date (net of any portion thereof
     distributed on such Distribution Date to the Holders of the Class A
     Certificates pursuant to clause (2) above);

          (6) to make distributions to the Holders of the Class B Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (8) after the Class Principal Balance of the Class B Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class C Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

                                     -181-
<PAGE>

          (9) to make distributions to the Holders of the Class C Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (11) after the Class Principal Balance of the Class C Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class D Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (12) to make distributions to the Holders of the Class D Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (14) after the Class Principal Balance of the Class D Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class E Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (15) to make distributions to the Holders of the Class E Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (17) after the Class Principal Balance of the Class E Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class F Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (18) to make distributions to the Holders of the Class F Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

                                     -182-
<PAGE>

          (20) after the Class Principal Balance of the Class F Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class G Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (21) to make distributions to the Holders of the Class G Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (23) after the Class Principal Balance of the Class G Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class H Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (24) to make distributions to the Holders of the Class H Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (26) after the Class Principal Balance of the Class H Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class J Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (27) to make distributions to the Holders of the Class J Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (29) after the Class Principal Balance of the Class J Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class K Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

                                     -183-
<PAGE>

          (30) to make distributions to the Holders of the Class K Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (32) after the Class Principal Balance of the Class K Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class L Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (33) to make distributions to the Holders of the Class L Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (35) after the Class Principal Balance of the Class L Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class M Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (36) to make distributions to the Holders of the Class M Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (38) after the Class Principal Balance of the Class M Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class N Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (39) to make distributions to the Holders of the Class N Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

                                     -184-
<PAGE>

          (41) after the Class Principal Balance of the Class N Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class P Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (42) to make distributions to the Holders of the Class P Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

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

          (44) after the Class Principal Balance of the Class P Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class Q Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (45) to make distributions to the Holders of the Class Q Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;
     and

          (46) to make distributions to the Holders of the Class R Certificates,
     up to an amount equal to the excess, if any, of (A) the Available
     Distribution Amount for such Distribution Date, over (B) the aggregate
     distributions made in respect of the other Classes of Certificates on such
     Distribution Date pursuant to the prior clauses of this Section 4.01(a).

          Any distributions of interest made with respect to the Class X
Certificates on any Distribution Date pursuant to clause (1) above shall be
deemed to have been allocated among the respective REMIC III Components of such
Class of Certificates on a pro rata basis in accordance with the respective
amounts of Accrued Component Interest for such REMIC III Components for such
Distribution Date.

          On each Distribution Date prior to the earlier of (a) any Class A
Principal Distribution Cross-Over Date and (b) the Final Distribution Date, the
Certificate Administrator shall allocate the aggregate distributions of
principal on the Class A Certificates contemplated by clause (2) above to the
Holders of the respective Classes of the Class A Certificates as follows:

               (A) in the case of the Class A-1 Certificates, the lesser of (1)
     the Principal Distribution Amount for such Distribution Date, and (2) the
     Class Principal Balance of the Class A-1 Certificates immediately prior to
     such Distribution Date;

               (B) in the case of the Class A-2 Certificates, after the Class
     Principal Balance of the Class A-1 Certificates has been reduced to zero,
     the lesser of (1) the Principal Distribution Amount for such Distribution
     Date, reduced by any portions of such amount that are allocable to the
     Class A-1 Certificates as described in the immediately preceding clause (A)
     and (2) the Class Principal Balance of the Class A-2 Certificates
     immediately prior to such Distribution Date; and

                                     -185-
<PAGE>

               (C) in the case of the Class A-3 Certificates, after the Class
     Principal Balance of the Class A-1 Certificates and the Class A-2
     Certificates has been reduced to zero, the lesser of (1) the Principal
     Distribution Amount for such Distribution Date, reduced by any portions of
     such amount that are allocable to the Class A-1 Certificates and the Class
     A-2 Certificates and as described in the immediately preceding clauses (A)
     and (B) and (2) the Class Principal Balance of the Class A-3 Certificates
     immediately prior to such Distribution Date.

On each Distribution Date coinciding with or following the Class A Principal
Distribution Cross-Over Date, and in any event on the Final Distribution Date,
the Certificate Administrator shall allocate the aggregate distributions of
principal on the Class A Certificates contemplated by clause (2) above to the
Holders of the respective Classes of the Class A Certificates on a pro rata
basis in accordance with their respective Class Principal Balances immediately
prior to such Distribution Date, in each case up to the Class Principal Balance
of such Class.

          (b) Funds on deposit in the Distribution Account on each Distribution
Date that represent Prepayment Premiums or Yield Maintenance Charges Received by
the Trust with respect to any Pooled Mortgage Loan or REO Pooled Mortgage Loan
during the related Collection Period, in each case net of any Liquidation Fees
payable therefrom, shall be distributable as follows. On each Distribution Date,
the Certificate Administrator shall withdraw from the Distribution Account and
distribute to the Holders of each Class of the Class A, Class B, Class C, Class
D, Class E, Class F, Class G and/or Class H Certificates to whom the Certificate
Administrator is to make a distribution in respect of principal pursuant to
Section 4.01(a) an amount equal to the product of (i) full amount of the funds
representing each respective Prepayment Premium or Yield Maintenance Charge
Received by the Trust with respect to any Pooled Mortgage Loan or REO Pooled
Mortgage Loan during the related Collection Period, in each case net of any
Liquidation Fees payable therefrom, multiplied by (ii) a fraction (which in no
event may be greater than 1.0 or less than 0.0), the numerator of which is equal
to the excess, if any, of the Pass-Through Rate for such Class of Certificates
for the Interest Accrual Period related to such Distribution Date over the
relevant Discount Rate, and the denominator of which is equal to the excess, if
any, of the Mortgage Rate for such Pooled Mortgage Loan or REO Pooled Mortgage
Loan, as the case may be, over the relevant Discount Rate (provided that if the
denominator of such fraction is equal to zero, such fraction shall be deemed to
equal 0.0), and further multiplied by (iii) a fraction, the numerator of which
is equal to the amount of principal to be distributed on such Class of Principal
Balance Certificates on such Distribution Date pursuant to Section 4.01(a) and
the denominator of which is equal to the aggregate amount of principal to be
distributed on the Principal Balance Certificates on such Distribution Date. The
Certificate Administrator shall withdraw from the Distribution Account any funds
on deposit in the Distribution Account that represent the remaining portion of
such Prepayment Premium or Yield Maintenance Charge and distribute such funds to
the Holders of the Class X Certificates. Any funds distributed on a Class of
Certificates in respect of any Prepayment Premium or Yield Maintenance Charge
pursuant to this Section 4.01(b) shall constitute an "Additional Yield Amount"
for such Class of Certificates.

          For purposes of the immediately preceding paragraph, the relevant
"Discount Rate" in connection with any Prepayment Premium or Yield Maintenance
Charge collected on any prepaid Pooled Mortgage Loan or REO Pooled Mortgage Loan
and distributable on any Distribution Date shall be a rate per annum equal to
(i) if a discount rate was used in the calculation of the applicable Prepayment
Premium or Yield Maintenance Charge pursuant to the terms of the relevant Pooled
Mortgage Loan or REO Pooled Mortgage Loan, as the case may be, such discount
rate (as reported by the applicable Master Servicer); provided, however, that
with regard to the Shell Plaza Pooled Mortgage Loan, the discount rate used for
allocation of the Yield Maintenance Charge or Prepayment Premium, as applicable,
shall be calculated without reference to any spread over the applicable yield on
U.S. Treasury securities contemplated by the terms of the Shell Plaza Pooled
Mortgage Loan, or (ii) if a discount rate was not used in the calculation of the
applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms
of the relevant Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the case
may be, the yield calculated by the linear interpolation of the yields (as
reported under the heading "U.S. Government Securities/Treasury Constant
Maturities" in Federal Reserve Statistical Release H.15 (519) published by the
Federal Reserve Board for the week most recently ended before the date of the
relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities
with a maturity date, one longer and one shorter, most nearly approximating the
related Maturity Date (or, in the case of a Pooled Mortgage Loan that is, or an
REO Pooled Mortgage Loan that was, an ARD Mortgage Loan, the related Anticipated
Repayment Date), such interpolated yield converted to a


                                     -186-
<PAGE>

monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is
no longer published, the Certificate Administrator shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant
maturities.

          Any Additional Yield Amount distributed in respect of the Class X
Certificates on any Distribution Date shall be deemed to have been distributed
in respect of the respective REMIC III Components of the Class X Certificates,
on a pro rata basis in accordance with the respective amounts by which the
Component Notional Amounts of such REMIC III Components were reduced on such
Distribution Date by deemed distributions of principal pursuant to Section
4.01(i).

          (c) On each Distribution Date, the Certificate Administrator shall
withdraw from the Distribution Account any amounts then on deposit in the Class
V Sub-Account of the Distribution Account that represent Post-ARD Additional
Interest collected or deemed collected in respect of the Pooled Mortgage Loans
that are ARD Mortgage Loans (or any successor REO Mortgage Loans with respect
thereto) during the related Collection Period and shall distribute such amounts
to the Holders of the Class V Certificates.

          (d) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class of Certificates 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 Certificate Administrator with wiring instructions no less
than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate
pursuant to Section 4.04(a)) will be made in a like manner, but only upon
presentation and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution. Prior to any termination of the Trust Fund pursuant
to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense
previously allocated thereto, which reimbursement is to occur after the date on
which such Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Certificateholder that
surrendered such Certificate as such address last appeared in the Certificate
Register or to any other address of which the Certificate Administrator was
subsequently notified in writing. If such check is returned to the Certificate
Administrator, then the Certificate Administrator, directly or through an agent,
shall take such reasonable steps to contact the related Holder and deliver such
check as it shall deem appropriate. Any funds in respect of a check returned to
the Certificate Administrator shall be set aside by the Certificate
Administrator and held uninvested in trust and credited to the account of the
appropriate Holder. The costs and expenses of locating the appropriate Holder
and holding such funds shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust hereunder. If the
Certificate Administrator has not, after having taken such reasonable steps,
located the related Holder by the second anniversary of the initial sending of a
check, the Certificate Administrator shall, subject to applicable law,
distribute the unclaimed funds to the Class R Certificateholders.

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


                                     -187-
<PAGE>

respective obligations under each of the Letter of Representations among the
Depositor, the Certificate Administrator and the initial Depository dated as of
the Closing Date and pertaining to the Book-Entry Certificates, a copy of which
Letters of Representation are attached hereto as Exhibit B.

          (f) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

          (g) Except as otherwise provided in Section 9.01, whenever the
Certificate Administrator receives written notification of or expects that the
final distribution with respect to any Class of Certificates (determined, in the
case of a Class of Principal Balance Certificates, without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to such Class of Certificates pursuant to Section
4.04(a)) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the second Business Day prior to such
Distribution Date, mail to each Holder of record of such Class of Certificates
on such date a notice to the effect that:

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

               (ii) no interest shall accrue on such Certificates from and after
     the end of the Interest Accrual Period for such Distribution Date.

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

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

          (i) All distributions made in respect of each Class of Principal
Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a) or Section 4.01(b) shall be deemed to have
first been distributed from REMIC II to REMIC III with respect to the
Corresponding REMIC II Regular Interest for such Class of Certificates; and all
distributions made with respect to the Interest Only Certificates on each
Distribution


                                     -188-
<PAGE>

Date pursuant to Section 4.01(a) or Section 4.01(b), and allocable to any
particular REMIC III Component of such Class of Certificates, shall be deemed to
have first been distributed from REMIC II to REMIC III in respect of the
Corresponding REMIC II Regular Interest for such REMIC III Component. In each
case, if such distribution on any such Class of Certificates was a distribution
of accrued interest, of principal, of additional interest (in the form of one or
more Additional Yield Amounts) or in reimbursement of any Realized Losses and
Additional Trust Fund Expenses previously allocated to such Class of
Certificates, then the corresponding distribution deemed to be made on a REMIC
II Regular Interest pursuant to the preceding sentence (and, if applicable the
next paragraph) shall be deemed to also be, respectively, a distribution of
accrued interest, of principal, of additional interest (in the form of one or
more Additional Yield Amounts) or in reimbursement of any Realized Losses and
Additional Trust Fund Expenses previously allocated to REMIC III in respect of
such REMIC II Regular Interest.

          The actual distributions made by the Certificate Administrator on each
Distribution Date in respect of the REMIC III Certificates pursuant to Section
4.01(a) or Section 4.01(b), as applicable, shall be deemed to have been so made
from the amounts deemed distributed with respect to the REMIC II Regular
Interests on such Distribution Date pursuant to this Section 4.01(i).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(i), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a) or
Section 4.01(b), as applicable.

          (j) On each Distribution Date, including the Final Distribution Date,
the Available Distribution Amount for such date shall be deemed to have first
been distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interests, in each case to the extent of the remaining portions of such funds,
for the following purposes and in the following order of priority:

               (i) as deemed distributions of interest with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, all Uncertificated Distributable Interest with respect to
     each REMIC I Regular Interest for such Distribution Date and, to the extent
     not previously deemed distributed, for all prior Distribution Dates;

               (ii) as deemed distributions of principal with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, as to each REMIC I Regular Interest, the portion of the
     Principal Distribution Amount for such Distribution Date attributable to
     the related Pooled Mortgage Loan(s) or REO Pooled Mortgage Loan(s); and

               (iii) as deemed distributions with respect to all the REMIC I
     Regular Interests, up to an amount equal to, pro rata in accordance with,
     and in reimbursement of, any Realized Losses and Additional Trust Fund
     Expenses previously allocated to each REMIC I Regular Interest (with
     compounded interest).

          The portion of each Prepayment Premium and Yield Maintenance Charge
that is distributed to any Class of Regular Interest Certificates on any
Distribution Date shall, in each case, be deemed to have been distributed from
REMIC I to REMIC II in respect of the REMIC I Regular Interest corresponding to
the prepaid Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the case may
be, in respect of which such Prepayment Premium or Yield Maintenance Charge was
received or deemed received.

          The actual distributions made by the Certificate Administrator on each
Distribution Date in respect of the REMIC III Certificates pursuant to Section
4.01(a) or Section 4.01(b), as applicable, shall be deemed to have been so made
from the amounts deemed distributed with respect to the REMIC I Regular
Interests on such Distribution Date pursuant to this Section 4.01(j).
Notwithstanding the deemed distributions on the REMIC I Regular Interests
described in this Section 4.01(j), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a) or
Section 4.01(b), as applicable.

                                     -189-
<PAGE>

          SECTION 4.02. Certificate Administrator Reports; Servicer Reporting.

          (a) Certificate Administrator Reports and Information. Based solely on
information provided to the Certificate Administrator by the Master Servicers
pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator
shall prepare (or cause to be prepared) and, on each Distribution Date, provide
or make available electronically (or, upon request by a Privileged Person who is
a Certificateholder or Certificate Owner or by any Privileged Person who cannot
receive a copy electronically, by first class mail) to each Privileged Person a
statement substantially in the form of, and containing the information set forth
in, Exhibit D hereto (the "Certificate Administrator Report"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Pooled Mortgage Loans
and the Mortgaged Properties; provided that the Certificate Administrator need
not deliver to the Depositor, the Master Servicers, the Special Servicers, the
Underwriters, the Rating Agencies or the Controlling Class Representative any
Certificate Administrator Report that has been made available to such Person via
the Certificate Administrator's internet website as provided below; and
provided, further, that the Certificate Administrator has no affirmative
obligation to discover the identities of Certificate Owners and need only react
to Persons claiming to be Certificate Owners in accordance with Section 5.06;
and provided, further, that during any period that reports are required to be
filed with the Commission with respect to the Trust pursuant to Section 15(d) of
the Exchange Act, each recipient of the Certificate Administrator Report shall
be deemed to have agreed to keep confidential the information therein until such
Certificate Administrator Report is filed with the Commission.

          On each Distribution Date, the Certificate Administrator shall provide
or make available electronically (or, upon request by a Privileged Person who is
a Certificateholder or Certificate Owner or by any Privileged Person who cannot
receive a copy electronically, by first class mail) to each Privileged Person
each file and report comprising the CMSA Investor Reporting Package, to the
extent received by the Certificate Administrator since the prior Distribution
Date (or, in the case of the initial Distribution Date, since the Closing Date);
provided that during any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of such files and reports shall be deemed to have agreed to
keep confidential the information in any such file or report until such
particular file or report is filed with the Commission. Such files and reports
shall be so provided or made available such that: (i) in the case of the CMSA
Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Financial File,
the CMSA Property File, the CMSA Loan Level Reserve/LOC Report and the CMSA
Reconciliation of Funds Report, such file or report presents information for all
of the Pooled Mortgage Loans and/or Mortgaged Properties (as applicable) without
segregation according to the identities of the Master Servicers; and (ii) in the
case of the CMSA Delinquent Loan Status Report, the CMSA Historical Loan
Modification and Corrected Mortgage Loan Report, the CMSA Historical Liquidation
Report, the CMSA REO Status Report, the CMSA Servicer Watch List, the CMSA
Comparative Financial Status Report, the CMSA Operating Statement Analysis
Report, the CMSA NOI Adjustment Worksheet, the CMSA Special Servicer Loan File
and the ARCap Realized Loss Report, such report presents information separately
tabbed for the Pooled Mortgage Loans and/or Mortgaged Properties or REO
Properties (as applicable) for which each respective Master Servicer is the
applicable Master Servicer.

          The Certificate Administrator shall have no obligation to provide the
information or reports described in this Section 4.02(a) until it has received
the requisite information or reports from the Master Servicers provided for
herein, and the Certificate Administrator shall not be in default hereunder due
to a delay in providing such information and reports caused by the failure of a
Master Servicer or a Special Servicer to timely deliver any information or
reports hereunder. None of the Master Servicers, the Special Servicers or the
Certificate Administrator shall be responsible for the accuracy or completeness
of any information supplied to it by a Borrower, each other or a third party,
and accepted by it in good faith, that is included in any reports, statements,
materials or information prepared or provided by either Master Servicer, either
Special Servicer or the Certificate Administrator, as applicable. None of the
Certificate Administrator, the Master Servicers or the Special Servicers shall
have any obligation to verify the accuracy or completeness of any information
provided by a Borrower, a third party or each other.

          The Certificate Administrator shall make available to the general
public each month the related Certificate Administrator Report via its internet
website initially located at "www.ctslink.com/cmbs". In addition, the
Certificate


                                     -190-
<PAGE>

Administrator shall make available each month, via its internet website on a
restricted basis solely to Privileged Persons, (i) the Unrestricted Servicer
Reports, (ii) the CMSA Bond Level File and the CMSA Collateral Summary File, and
(iii) as a convenience to interested persons (and not in furtherance of the
distribution thereof under the securities laws), the Prospectus, this Agreement
and each of the Pooled Mortgage Loan Purchase Agreements (including, in each
case, all schedules and exhibits thereto). Upon notification by the Depositor
that Bear, Stearns & Co. Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated have sold the Non-Registered Certificates to unaffiliated third
parties, the Certificate Administrator shall remove the restriction provided for
in the preceding sentence and shall make such reports and documents available to
any interested person. The Certificate Administrator shall also make available
each month, on a restricted basis to any Privileged Person via its internet
website, (i) the Restricted Servicer Reports, and (ii) any other report at the
direction of the Depositor. During any period that reports are required to be
filed with the Commission with respect to the Trust pursuant to Section 15(d) of
the Exchange Act, each recipient of information regarding the Trust on the
Certificate Administrator's internet website will be deemed to have agreed to
keep confidential such information until such reports are filed with the
Commission, and to the extent such information is presented on the Certificate
Administrator's internet website, such website will bear a legend to the
following effect: "No recipient shall use or disclose the information contained
in this statement/report/file in any manner which could result in a violation of
any provision of the Securities Act of 1933 or the Securities Exchange Act of
1934 or would require registration of any Non-Registered Certificates pursuant
to Section 5 of the Securities Act of 1933."

          The Certificate Administrator makes no representations or warranties
as to the accuracy or completeness of any report, document or other information
made available on its internet website and assumes no responsibility therefor.
In addition, the Certificate Administrator may disclaim responsibility for any
information distributed by the Certificate Administrator for which it is not the
original source.

          In connection with providing access to the Certificate Administrator's
internet website, the Certificate Administrator may require registration and the
acceptance of a disclaimer (provided that such website provides thereon
electronic means of fulfilling such registration and acceptance for purposes of
obtaining access to Unrestricted Servicer Reports). The Certificate
Administrator shall not be liable for the dissemination of information in
accordance herewith. Questions regarding the Certificate Administrator's
internet website can be directed to the Certificate Administrator's CMBS
customer service desk at (301) 815-6600 or such other number as the Certificate
Administrator may hereinafter specify.

          The Certificate Administrator shall be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided by
third parties for purposes of preparing the Certificate Administrator Report and
may affix thereto any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

          (b) Certain Tax-Related Reporting to Certificateholders by the
Certificate Administrator. Within a reasonable period of time after the end of
each calendar year, the Certificate Administrator shall prepare, or cause to be
prepared, and mail to each Person who at any time during the calendar year was a
Certificateholder (i) a statement containing the aggregate information set forth
on page 2 of Exhibit D hereto for such calendar year or applicable portion
thereof during which such person was a Certificateholder and (ii) such other
customary information as the Certificate Administrator deems necessary or
desirable for Certificateholders to prepare their federal, state and local
income tax returns, including the amount of original issue discount accrued on
the Certificates, if applicable. The obligations of the Certificate
Administrator in the immediately preceding sentence shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Certificate Administrator pursuant to any requirements of the
Code. As soon as practicable following the request of any Certificateholder in
writing, the Certificate Administrator shall furnish to such Certificateholder
such information regarding the Pooled Mortgage Loans and the Mortgaged
Properties as such Certificateholder may reasonably request and, as has been
furnished to, or may otherwise be in the possession of, the Certificate
Administrator. Each of the Master Servicers and the Special Servicers shall
promptly provide to the Depositor and the Certificate Administrator such
information regarding, in the case of a Master Servicer, the Mortgage Loans and
the Mortgaged Properties for which it is the applicable Master Servicer and, in
the case of a

                                     -191-
<PAGE>

Special Servicer, the Specially Serviced Mortgage Loans and the Administered REO
Properties for which it is the applicable Special Servicer, as the case may be,
in any event as such party may reasonably request and that has been furnished
to, or may otherwise be in the possession of, such Master Servicer or such
Special Servicer, as the case may be.

          (c) CMSA Loan Periodic Update Files. Not later than 9:00 a.m. (New
York City time) on the third Business Day following each Determination Date
(which is also the second Business Day preceding the related Distribution Date),
the Servicer Report Administrator shall deliver to the Certificate Administrator
the CMSA Loan Periodic Update File, combining information with respect to the
Pooled Mortgage Loans as to which it is the applicable Master Servicer and
information delivered to the Servicer Report Administrator by the other Master
Servicer with respect to the Pooled Mortgage Loans as to which such other Master
Servicer is the applicable Master Servicer (as described in the immediately
succeeding sentence), without segregation according to the identities of the
Master Servicers, and reflecting information as of the close of business on such
Determination Date (or, in the case of the Non-Trust-Serviced Pooled Mortgage
Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Non-Trust Servicing Agreement). Not later than 9:00
a.m. (New York City time) on the second Business Day following each
Determination Date, the Master Servicer that is not the Servicer Report
Administrator shall deliver to the Servicer Report Administrator the CMSA Loan
Periodic Update File with respect to the Pooled Mortgage Loans as to which it is
the applicable Master Servicer, reflecting information as of the close of
business on such Determination Date (or, in the case of the Non-Trust-Serviced
Pooled Mortgage Loan, as of such other date as of which such information is
provided pursuant to the terms of the Non-Trust Servicing Agreement). The CMSA
Loan Periodic Update File delivered by each Master Servicer as described above
shall be in an electronic format that is mutually acceptable to the two Master
Servicers and the Certificate Administrator. Each CMSA Loan Periodic Update File
and any written information supplemental thereto shall include such information
with respect to the subject Pooled Mortgage Loans that is reasonably required by
the Certificate Administrator for purposes of making the calculations and
preparing the reports for which the Certificate Administrator is responsible
pursuant to Section 4.01, this Section 4.02, Section 4.04 or any other section
of this Agreement, as set forth in reasonable written specifications or
guidelines issued by the Certificate Administrator from time to time. Such
information may be delivered to the Certificate Administrator by the Servicer
Report Administrator and, if applicable, to the Servicer Report Administrator by
the other Master Servicer by electronic mail or in such electronic or other form
as may be reasonably acceptable to the two Master Servicers and the Certificate
Administrator.

          Notwithstanding the foregoing, the parties agree that the CMSA Loan
Periodic Update File required to be delivered by each Master Servicer in July
2004 will be based solely upon information generated from actual collections
received by such Master Servicer (or, in the case of the Non-Trust-Serviced
Pooled Mortgage Loan, by the related Non-Trust Master Servicer) and from
information that the respective Pooled Mortgage Loan Sellers deliver or cause to
be delivered to such Master Servicer (including but not limited to information
prepared by third-party servicers of the subject Pooled Mortgage Loans with
respect to the period prior to the Closing Date). Each Special Servicer shall
from time to time (and, in any event, upon request) provide each Master Servicer
with such information in its possession regarding the Specially Serviced
Mortgage Loans and Administered REO Properties for which such Special Servicer
is the applicable Special Servicer as may be necessary for such Master Servicer
to prepare each report and any supplemental information to be provided by such
Master Servicer to the Certificate Administrator.

          (d) CMSA Operating Statement Analysis Report, CMSA Financial Files,
CMSA Comparative Financial Status Reports and CMSA NOI Adjustment Worksheets.
The applicable Master Servicer shall prepare and maintain a CMSA Operating
Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to
each Mortgaged Property that secures a Serviced Pooled Mortgage Loan that is not
a Specially Serviced Pooled Mortgage Loan and the applicable Special Servicer
shall prepare and maintain a CMSA Operating Statement Analysis Report and a CMSA
NOI Adjustment Worksheet with respect to each Specially Serviced Pooled Mortgage
Loan and Administered REO Property, in each case in accordance with the
provisions described below. As to quarterly (that is, not annual) periods,
within 105 calendar days after the end of each of the first three calendar
quarters (in each year) for the trailing or quarterly information received,
commencing with respect to the quarter ending on June 30, 2004, the applicable
Master Servicer (in the case of Mortgaged Properties that secure Serviced Pooled
Mortgage Loans that are not Specially Serviced Mortgage Loans) or the applicable
Special Servicer (in the case of Mortgaged Properties securing Specially
Serviced


                                     -192-
<PAGE>

Mortgaged Loans and Administered REO Properties) shall, based upon the operating
statements or rent rolls (if any, and to the extent) received and covering such
calendar quarter, prepare (or, if previously prepared, update) the CMSA
Operating Statement Analysis Report and the CMSA Comparative Financial Status
Report for each related Mortgaged Property and/or REO Property, using the
non-normalized quarterly and year-end operating statements and rent rolls
received from the related Borrower. As to annual (that is, not quarterly)
periods, not later than the second Business Day following the Determination Date
occurring in July of each year (beginning in 2005 for year end 2004), the
applicable Master Servicer (in the case of Mortgaged Properties securing
Serviced Pooled Mortgage Loans that are not Specially Serviced Mortgage Loans)
or the applicable Special Servicer (in the case of Mortgaged Properties securing
Specially Serviced Mortgage Loans and Administered REO Properties) shall, based
upon the most recently available normalized year-end financial statements and
most recently available rent rolls received not less than thirty (30) days prior
to such second Business Day, prepare (or, if previously prepared, update) the
CMSA Operating Statement Analysis Report, the CMSA Comparative Financial Status
Report and a CMSA NOI Adjustment Worksheet for each related Mortgaged Property
and/or REO Property.

          The Master Servicers and the Special Servicers shall each remit
electronically an image (labeled according to the ARCap Naming Convention for
Electronic File Delivery) of each CMSA Operating Statement Analysis Report
and/or each CMSA NOI Adjustment Worksheet prepared or updated by it (promptly
following initial preparation and each update thereof), together with the
underlying operating statements and rent rolls (in an electronic imaged format
labeled according to the ARCap Naming Convention for Electronic File Delivery)
to the Controlling Class Representative, the Certificate Administrator (upon
request) and, in the case of such a report prepared or updated by a Master
Servicer, the applicable Special Servicer. The Certificate Administrator shall,
upon request from the applicable Master Servicer or the applicable Special
Servicer and, to the extent such items have been delivered to the Certificate
Administrator by a Master Servicer or a Special Servicer, deliver to any
Certificateholder or, if the Certificate Administrator has in accordance with
Section 5.06(b) confirmed the Ownership Interest in the Certificates held
thereby, any Certificate Owner, a copy of the CMSA Operating Statement Analysis,
the CMSA Financial File and the CMSA NOI Adjustment Worksheet (or update
thereof) for any Mortgaged Property or REO Property and, if requested, the
related operating statement or rent rolls.

          The applicable Master Servicer for the Non-Trust-Serviced Pooled
Mortgage Loan shall deliver information comparable to the above-described
information to the same Persons as described above and according to the same
time frames as described above, with reasonable promptness following such Master
Servicer's receipt of such information from the related Non-Trust Master
Servicer under the applicable Non-Trust Servicing Agreement.

          If, with respect to any Performing Serviced Mortgage Loan, the
applicable Special Servicer has any questions for the related Borrower based
upon the information delivered to the applicable Special Servicer pursuant to
Section 3.12(a) or this Section 4.02(d), the applicable Master Servicer shall,
in this regard and without otherwise changing or modifying its duties hereunder,
reasonably cooperate with the Special Servicer in assisting the Special Servicer
in such Special Servicer's efforts to contact and solicit information from such
Borrower.

          (e) Reporting by the Special Servicers. Not later than 2:00 p.m. (New
York City time) on the first Business Day following each Determination Date, the
General Special Servicer shall prepare and deliver or cause to be delivered to
both of the Master Servicers and the Controlling Class Representative, and the
Shell Plaza Special Servicer shall prepare and deliver or cause to be delivered
to the Master Servicer for the Shell Plaza Loan Group, the Shell Plaza
Non-Pooled Subordinate Noteholder and, upon request, the Controlling Class
Representative, the CMSA Special Servicer Loan File with respect to those
Specially Serviced Mortgage Loans and Administered REO Properties for which it
is the applicable Special Servicer, providing the required information as of
such Determination Date. In addition, each Special Servicer shall from time to
time provide the Master Servicers with such information in such Special
Servicer's possession regarding any Specially Serviced Mortgage Loan or
Administered REO Property as may be requested by either Master Servicer and is
reasonably necessary for such Master Servicer to prepare each report and any
supplemental information required to be provided by such Master Servicer to the
Certificate Administrator or (in the case of the Master Servicer that is not the
Servicer Report Administrator) to the Servicer Report Administrator.

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<PAGE>

          (f) Other Reporting by the Master Servicers. Not later than 12:00 noon
(New York City time) on the Business Day immediately preceding each Distribution
Date, the Servicer Report Administrator shall prepare (if and to the extent
necessary) and deliver or cause to be delivered to the Certificate Administrator
a CMSA Financial File, a CMSA Property File and a CMSA Comparative Financial
Status Report, combining information for the Pooled Mortgage Loans and REO
Properties for which it is the applicable Master Servicer and the information
delivered to the Servicer Report Administrator by the other Master Servicer with
respect to the Pooled Mortgage Loans and REO Properties for which such other
Master Servicer is the applicable Master Servicer, without segregation according
to the identities of the Master Servicers, and in each case providing the most
recent information with respect to the subject Pooled Mortgage Loans and REO
Properties as of the related Determination Date (or, in the case of the
Non-Trust-Serviced Pooled Mortgage Loan, as of such other date as of which such
information is provided pursuant to the terms of the related Mortgage Loan Group
Intercreditor Agreement and the related Non-Trust Servicing Agreement) and, in
each case, if applicable, identifying each subject Pooled Mortgage Loan by loan
number and property name. Not later than 9:00 a.m. (New York City time) on the
third Business Day following each Determination Date, the Master Servicer that
is not the Servicer Report Administrator shall prepare (if and to the extent
necessary) and deliver or cause to be delivered to the Servicer Report
Administrator a CMSA Financial File, a CMSA Property File and a CMSA Comparative
Financial Statement Report, combining information for the Pooled Mortgage Loans
and REO Properties for which such Master Servicer is the applicable Master
Servicer and in each case providing the most recent information with respect to
the subject Pooled Mortgage Loans and REO Properties as of the related
Determination Date (or, in the case of the Non-Trust-Serviced Pooled Mortgage
Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Non-Trust Servicing Agreement) and, in each case, if
applicable, identifying each subject Pooled Mortgage Loan by loan number and
property name. Each CMSA Financial File, CMSA Property File and CMSA Comparative
Financial Statement Report delivered by a Master Servicer as described above
shall be in a computer-readable medium downloadable by the Certificate
Administrator and (if applicable) the Servicer Report Administrator (or, at the
Certificate Administrator's or (if applicable) the Servicer Report
Administrator's written request, in a form reasonably acceptable to the
recipient, including on a loan-by-loan basis). Notwithstanding the foregoing
provisions of this subsection (f), neither Master Servicer shall be required to
prepare and/or deliver any of such files or reports with respect to the
Determination Date in July 2004.

          Not later than 12:00 noon (New York City time) on the Business Day
immediately preceding each Distribution Date, the Servicer Report Administrator
shall deliver or cause to be delivered, with respect to those Pooled Mortgage
Loans and REO Properties as to which it is the applicable Master Servicer, and
shall prepare (if any to the extent necessary) and deliver or cause to be
delivered to the Certificate Administrator, in a computer-readable medium
downloadable by the Certificate Administrator (or, at the Certificate
Administrator's written request, in a form reasonably acceptable to the
recipient, including on a loan-by-loan basis), a CMSA Delinquent Loan Status
Report, a CMSA Historical Loan Modification and Corrected Mortgage Loan Report,
a CMSA Historical Liquidation Report, a CMSA REO Status Report, a CMSA Operating
Statement Analysis Report, a CMSA Comparative Financial Status Report, a CMSA
Servicer Watch List, a CMSA NOI Adjustment Worksheet a CMSA Special Servicer
Loan File and an ARCap Realized Loss Report, in each case combining information
for the Pooled Mortgage Loans and REO Properties for which it is the applicable
Master Servicer and the information delivered to the Servicer Report
Administrator by the other Master Servicer with respect to the Pooled Mortgage
Loans and REO Properties for which such other Master Servicer is the applicable
Master Servicer but segregated according to the identities of the Master
Servicers, in each case providing the most recent information with respect to
the subject Pooled Mortgage Loans and REO Properties as of the related
Determination Date (or, in the case of the Non-Trust-Serviced Pooled Mortgage
Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Non-Trust Servicing Agreement) and, in each case, if
applicable, identifying each subject Pooled Mortgage Loan by loan number and
property name. On the third Business Day following each Determination Date
(which date is the Business Day immediately preceding the related Distribution
Date), the Master Servicer that is not the Servicer Report Administrator, shall
prepare (if any to the extent necessary) and deliver or cause to be delivered to
the Servicer Report Administrator, in a computer-readable medium downloadable by
the Servicer Report Administrator (or, at the Servicer Report Administrator's
written request, in a form reasonably acceptable to the recipient, including on
a loan-by-loan basis), a CMSA Delinquent Loan Status Report, a CMSA Historical
Loan Modification and Corrected Mortgage Loan Report, a CMSA Historical
Liquidation Report, a CMSA


                                     -194-
<PAGE>

REO Status Report, a CMSA Operating Statement Analysis Report, a CMSA
Comparative Financial Status Report, a CMSA Servicer Watch List, a CMSA NOI
Adjustment Worksheet a CMSA Special Servicer Loan File and an ARCap Realized
Loss Report, in each case combining information for the Pooled Mortgage Loans
and REO Properties for which it is the applicable Master Servicer, in each case
providing the most recent information with respect to the subject Pooled
Mortgage Loans and REO Properties as of the related Determination Date (or, in
the case of the Non-Trust-Serviced Pooled Mortgage Loan, as of such other date
as of which such information is provided pursuant to the terms of the related
the related Non-Trust Servicing Agreement) and, in each case, if applicable,
identifying each subject Pooled Mortgage Loan by loan number and property name.
Notwithstanding the foregoing, neither Master Servicer shall be required to
prepare and deliver any of such files or reports with respect to the initial
Determination Date following the Closing Date.

          Not later than the first Business Day following each Distribution Date
(which day is the second Business Day following the related Master Servicer
Remittance Date), the Servicer Report Administrator shall prepare (if and to the
extent necessary) and deliver or cause to be delivered to the Certificate
Administrator and the Controlling Class Representative an ARCap P&I Advance as
of Remittance Date Report and an ARCap Interest on Advance Reconciliation
Report, each combining information for the Pooled Mortgage Loans for which it is
the applicable Master Servicer and the information delivered to the Servicer
Report Administrator by the other Master Servicer with respect to the Pooled
Mortgage Loans for which such other Master Servicer is the applicable Master
Servicer, without segregation according to the identities of the Master
Servicers, and in each case providing the most recent information with respect
to the subject Pooled Mortgage Loans as of the Master Servicer Remittance Date
related to such Distribution Date (or, in the case of the Non-Trust-Serviced
Pooled Mortgage Loan, as of such other date as of which such information is
provided pursuant to the terms of the related Non-Trust Servicing Agreement).
Not later than each Distribution Date (which day is the first Business Day
following the related Master Servicer Remittance Date), the Master Servicer that
is not the Servicer Report Administrator shall prepare (if and to the extent
necessary) and deliver or cause to be delivered to the Servicer Report
Administrator an ARCap P&I Advance as of Remittance Date Report and an ARCap
Interest on Advance Reconciliation Report, in each case providing the most
recent information with respect to the subject Pooled Mortgage Loans as of the
Master Servicer Remittance Date related to such Distribution Date (or, in the
case of the Non-Trust-Serviced Pooled Mortgage Loan, as of such other date as of
which such information is provided pursuant to the terms of the related
Non-Trust Servicing Agreement).

          Within two Business Days following the end of each calendar month, the
Servicer Report Administrator shall prepare (if and to the extent necessary) and
deliver or cause to be delivered to the Certificate Administrator and the
Controlling Class Representative an ARCap Mortgage Loans Delinquent Report,
combining information for the Pooled Mortgage Loans for which it is the
applicable Master Servicer and the information delivered to the Servicer Report
Administrator by the other Master Servicer with respect to the Pooled Mortgage
Loans for which such other Master Servicer is the applicable Master Servicer,
without segregation according to the identities of the Master Servicers, and in
each case providing the most recent information with respect to the subject
Pooled Mortgage Loans (which shall be the Pooled Mortgage Loans for which a P&I
Advance was made on the preceding P&I Advance Date) as of the end of such
calendar month. Within one Business Day following the end of each calendar
month, the Master Servicer that is not the Servicer Report Administrator shall
prepare (if and to the extent necessary) and deliver or cause to be delivered to
the Servicer Report Administrator an ARCap Mortgage Loans Delinquent Report for
the Pooled Mortgage Loans for which such Master Servicer is the applicable
Master Servicer and in each case providing the most recent information with
respect to the subject Pooled Mortgage Loans (which shall be the Pooled Mortgage
Loans for which a P&I Advance was made on the preceding Master Servicer
Remittance Date) as of the end of such calendar month.

          Each Master Servicer may, but is not required to, make any of the
reports or files comprising the CMSA Investor Reporting Package (and any ARCap
P&I Advance as of Remittance Date Report, any ARCap Interest on Advances
Reconciliation Report and any ARCap Mortgage Loans Delinquent Report) prepared
by it with respect to the Pooled Mortgage Loans and REO Properties as to which
it is the applicable Master Servicer, available each month on such Master
Servicer's internet website only with the use of a password, in which case such
Master Servicer shall provide such password to (i) the other parties to this
Agreement, who by their acceptance of such password shall be deemed to have
agreed not to disclose such password to any other Person, (ii) the Rating
Agencies and the Controlling Class


                                     -195-
<PAGE>

Representative, and (iii) each Certificateholder and Certificate Owner who
requests such password, provided that any such Certificateholder or Certificate
Owner, as the case may be, has delivered a certification substantially in the
form of Exhibit K-1 to the Certificate Administrator (with a copy to such Master
Servicer). In connection with providing such access to its internet website, a
Master Servicer may require registration and the acceptance of a reasonable
disclaimer and otherwise (subject to the preceding sentence) adopt reasonable
rules and procedures, which may include, to the extent a Master Servicer deems
necessary or appropriate, conditioning access on execution of a reasonable
agreement governing the availability, use and disclosure of such information,
and which may provide indemnification to such Master Servicer for any liability
or damage that may arise therefrom. For the avoidance of doubt, the foregoing
sentence shall not be construed to limit any right to receive information
already provided for in this Agreement.

          If either Master Servicer determines, in its reasonable judgment, that
information regarding the Pooled Mortgage Loans and REO Properties for which it
is the applicable Master Servicer (in addition to the information otherwise
required to be contained in the CMSA Investor Reporting Package) should be
disclosed to Certificateholders and Certificate Owners, then (i) if the nature
of the information is comparable to the information contemplated by the forms of
Restricted Servicer Reports or the applicable Master Servicer otherwise
determines that public availability of such information is not appropriate under
the circumstances, (A) the applicable Master Servicer shall be entitled to so
notify the Certificate Administrator, set forth such information in an
additional report (in a format reasonably acceptable to the Certificate
Administrator), deliver such report to the Certificate Administrator
simultaneously with the delivery of its reports described in the first paragraph
of this Section 4.02(f) and provide to the Certificate Administrator a statement
(for inclusion in the Certificate Administrator Report for the related
Distribution Date or for direct posting to the Certificate Administrator's
website, as the case may be) generally describing the type of information
provided and to the effect that such information will be made available by the
same means and at the same time that the Restricted Servicer Reports are made
available with respect to such Distribution Date; and (B) if the information
described in the immediately preceding clause (A) is timely received, the
Certificate Administrator shall include such statement in the Certificate
Administrator Report for such Distribution Date (or directly post it to the
Certificate Administrator's internet website) and make such additional report
available by the same means and at the same time that the Restricted Servicer
Reports are made available with respect to such Distribution Date; and (ii) if
the nature of the information is not as described by clause (i) above, the
applicable Master Servicer shall be entitled to so notify the Certificate
Administrator, set forth such information in an additional report (in a format
reasonably acceptable to the Certificate Administrator) and deliver such report
to the Certificate Administrator simultaneously with the delivery of its reports
described in the first paragraph of this Section 4.02(f); and (B) if the
information described in the immediately preceding clause (A) is timely
received, the Certificate Administrator shall include such additional report in
or as an attachment to the Certificate Administrator Report for such
Distribution Date (or directly post it to the Certificate Administrator's
internet website). If the applicable Master Servicer or the applicable Special
Servicer for a Serviced Mortgage Loan determines, in its reasonable judgment,
that information regarding such Serviced Mortgage Loan, any related Mortgaged
Property or any related REO Property for which it is the applicable Master
Servicer should be disclosed to the related Non-Pooled Noteholders (if any),
then such Master Servicer may forward or make such information available to such
Non-Pooled Noteholders.

          (g) Certain General Provisions Regarding Reporting. The applicable
Special Servicer shall deliver to the applicable Master Servicer(s) the reports
and files required to be delivered pursuant to Section 4.02(d) and Section
4.02(e), the Master Servicer that is not the Servicer Report Administrator shall
deliver to the Servicer Report Administrator the reports and files required to
be delivered pursuant to Section 4.02(c), Section 4.02(d) and Section 4.02(f)
and the applicable Master Servicer(s) shall deliver to the Certificate
Administrator the reports set forth in Section 4.02(c) and Section 4.02(f), in
an electronic format reasonably acceptable to the Special Servicers, the Master
Servicers and the Certificate Administrator. Each Master Servicer may, absent
manifest error, conclusively rely on the file to be provided by a Special
Servicer pursuant to Section 4.02(e). The Servicer Report Administrator may,
absent manifest error, conclusively rely on the reports to be provided by the
other Master Servicer pursuant to Section 4.02(c) and Section 4.20(f). The
Certificate Administrator may, absent manifest error, conclusively rely on the
reports to be provided by a Master Servicer pursuant to Section 4.02(c) and
Section 4.20(f). To the extent that any report to be prepared and provided to
the Certificate Administrator, the Controlling Class Representative and/or (if
applicable) the Servicer Report Administrator by a Master Servicer pursuant to
Section 4.02(c) and Section 4.20(f) is dependent on information from a


                                     -196-
<PAGE>

Special Servicer, the other Master Servicer or a party under a Non-Trust
Servicing Agreement, and such Special Servicer, such other Master Servicer or
such party under a Non-Trust Servicing Agreement (as the case may be) has not
timely provided such information to such Master Servicer, such Master Servicer
shall on a timely basis provide to the Certificate Administrator, the
Controlling Class Representative and/or (if applicable) the Servicer Report
Administrator, as applicable, as complete a report as the information provided
by such Special Servicer, such other Master Servicer or such party under a
Non-Trust Servicing Agreement (as the case may be) permits and shall promptly
update and provide to the Certificate Administrator, the Controlling Class
Representative and/or (if applicable) the Servicer Report Administrator, as
applicable, a complete report when such Special Servicer, such other Master
Servicer or such party under a Non-Trust Servicing Agreement (as the case may
be) provides such Master Servicer with the requisite missing information; and
such Master Servicer shall not be in breach hereunder for so providing an
incomplete report under Section 4.02(c) or Section 4.02(f) under the foregoing
circumstances. Furthermore, if any report to be provided to the Certificate
Administrator, the Controlling Class Representative and/or (if applicable) the
Servicer Report Administrator by a Master Servicer pursuant to Section 4.02(c)
or Section 4.02(f) was to be prepared by a Special Servicer or the other Master
Servicer and delivered to such Master Servicer, such Master Servicer shall not
be in breach by reason of any delay in its delivery of such report to the
Certificate Administrator, the Controlling Class Representative and/or (if
applicable) the Servicer Report Administrator, as applicable, by reason of a
delay on the part of such Special Servicer or such other Master Servicer (as the
case may be) to deliver such report to such Master Servicer; and such Master
Servicer shall deliver as promptly as reasonably practicable to the Certificate
Administrator, the Controlling Class Representative and/or the Servicer Report
Administrator, as applicable, any such report that it receives from such Special
Servicer or such other Master Servicer (as the case may be) after the requisite
delivery date.

          (h) Order of Presentations. Each report hereunder that comprises part
of the CMSA Investor Reporting Package shall, to the extent such report presents
information regarding the individual Mortgage Loans and Mortgaged Properties,
present such information in ascending order of the loan identification number
set forth in the Prospectus.

          (i) Certain Means of Delivery. Except to the extent a form of delivery
is specified in this Agreement, if a Master Servicer or Special Servicer is
required to deliver any statement, report or information under any provision of
this Agreement, such Master Servicer or such Special Servicer, as the case may
be, may satisfy such obligation by (x) physically delivering a paper copy of
such statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on a Master Servicer's internet website or the
Certificate Administrator's internet website and notifying the Person(s)
entitled to such statement, report or information of such availability.
Notwithstanding the foregoing, the Certificate Administrator, the Trustee and
each Special Servicer may each request delivery in paper format of any
statement, report or information required to be delivered to the Certificate
Administrator, the Trustee or such Special Servicer, as the case may be, and
clause (z) shall not apply to the delivery of any information required to be
delivered to the Certificate Administrator, the Trustee or either Special
Servicer, as the case may be, unless the Certificate Administrator, the Trustee
or such Special Servicer, as the case may be, consents to such delivery.

          (j) Notwithstanding any other provision of this Agreement to the
contrary, the parties hereto shall cause to be delivered to the Controlling
Class Representative the reports and information set forth on Exhibit E-6 hereto
in the manner, formats and at the times set forth therein. The intention of this
Section 4.02 is (among other things) to implement the reporting contemplated by
such Exhibit E-6. If the Controlling Class Representative and a Special Servicer
are Affiliates of one another, a report delivered to one of them by a Master
Servicer need not also be delivered to the other of them.

          (k) During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, access to information regarding the Trust on a Master Servicer's Internet
Website will be conditioned to the party attempting to gain such access
electronically agreeing to keep confidential any such information that has not
been filed with the Commission.

                                     -197-
<PAGE>

          (l) No provisions of this Agreement shall be deemed to require a
Master Servicer or Special Servicer to confirm or make any representation
regarding the accuracy of (or to be liable or responsible for) any other
Person's information or report.

          (m) Each of the Master Servicers shall produce the reports required of
it under this Agreement (including those set forth on Exhibit E-6) but shall not
be required to (but may upon request) produce any ad hoc non-standard written
reports. If a Master Servicer elects to provide any non-standard reports, it may
require the Person requesting such report to pay a reasonable fee to cover the
costs of the preparation thereof.

          (n) Notwithstanding anything in this Section 4.02 to the contrary, in
preparing and disseminating any of the statements, reports and other information
required under this Section 4.02, insofar as such statements, reports and other
information relate to the Non-Trust-Serviced Pooled Mortgage Loan or any related
REO Property, the applicable Master Servicer shall be entitled to rely upon the
information received by it under the related Mortgage Loan Group Intercreditor
Agreement and/or the related Non-Trust Servicing Agreement; provided that it
does not have actual knowledge that any such information received by it is
erroneous. In addition, absent knowledge to the contrary, the applicable Master
Servicer, the Servicer Report Administrator and the Certificate Administrator
shall assume that, on each Distribution Date, for so long as the
Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Pooled Mortgage
Loan with respect thereto is part of the Mortgage Pool, an amount at least equal
to the Monthly Payment (or, following the related maturity date or any related
REO Acquisition, the Assumed Monthly Payment) for the preceding Due Date will
(in the form of a P&I Advance or otherwise) be passed through to the
Certificateholders, with the interest portion thereof adjusted to the related
Net Mortgage Rate.

          (o) Each of the parties hereto shall cooperate with the other to make
information available that may be necessary to satisfy the requirements of
subsection (d)(4)(i) of Rule 144A under the Securities Act.

          (p) With respect to each Serviced Mortgage Loan Group, the applicable
Master Servicer shall deliver or cause to be delivered to each Serviced
Non-Pooled Mortgage Loan Noteholder (or its designee), the Certificate
Administrator (upon request), the applicable Special Servicer and the
Controlling Class Representative the following materials, in writing or by
electronic means reasonably acceptable to related Serviced Non-Pooled Mortgage
Loan Noteholder (or its designee) and such Master Servicer (and such reports may
include any reasonable disclaimers with respect to information provided by third
parties or with respect to assumptions required to be made in the preparation of
such reports as such Master Servicer deems appropriate) not later than two
Business Days after the end of each Collection Period:

               (i) the amount of the distributions made on the respective
     Mortgage Loan(s) in such Serviced Mortgage Loan Group for such period
     allocable to interest (separately identifying Default Interest) and the
     amount thereof allocable to principal;

               (ii) if the amount of the distributions to any related Serviced
     Non-Pooled Mortgage Loan Noteholder was less than the full amount that
     would have been distributable to such Serviced Non-Pooled Mortgage Loan
     Noteholder if there had been sufficient funds, the amount of the shortfall,
     stating separately the amounts allocable to interest and principal;

               (iii) the outstanding principal balance of each Mortgage Loan in
     such Serviced Mortgage Loan Group immediately following payment for such
     period;

               (iv) the aggregate amount of unscheduled payments of principal
     allocable to each Mortgage Loan in such Serviced Mortgage Loan Group (and
     the source thereof) made during the related period;

               (v) identification of any Event of Default under this Agreement
     of which such Master Servicer has notice or actual knowledge, as of the
     date of such report;

                                     -198-
<PAGE>

               (vi) the aggregate outstanding Servicing Advances with respect to
     such Serviced Mortgage Loan Group and interest thereon as of the end of,
     and all interest paid on Servicing Advances with respect to such Serviced
     Mortgage Loan Group during, the prior calendar month;

               (vii) the amount of the servicing compensation paid to the
     applicable Master Servicer and the applicable Special Servicer with respect
     to such Serviced Mortgage Loan Group, including the Master Servicing Fee,
     the Special Servicing Fee, any Work-out Fee, any Liquidation Fee and any
     charges to the related Borrower retained by the applicable Master Servicer
     or the applicable Special Servicer as allocated among the Mortgage Loans in
     such Serviced Mortgage Loan Group;

               (viii) information relating to the status of such Serviced
     Mortgage Loan Group if the Mortgage Loans in such group constitute
     Specially Serviced Mortgage Loans including, if applicable, the status of
     the bankruptcy of the related Borrower (along with copies of any related
     bankruptcy filings);

               (ix) the amount of any shortfalls in distributions to the holders
     of the Mortgage Loans in such Serviced Mortgage Loan Group for such period
     and the amount of any outstanding amounts due on the such Mortgage Loans
     for prior periods; and

               (x) information contained in the CMSA Investor Reporting Package
     relating solely to the Pooled Mortgage Loans within such Serviced Mortgage
     Loan Group.

          SECTION 4.03. P&I Advances.

          (a) On or before 1:00 p.m. (New York City time) on each P&I Advance
Date, each Master Servicer shall, subject to Section 4.03(c), either (i) remit
from its own funds to the Certificate Administrator for deposit into the
Distribution Account an amount equal to the aggregate amount of P&I Advances, if
any, to be made by such Master Servicer in respect of the related Distribution
Date, (ii) apply amounts held in such Master Servicer's Collection Account for
future distribution to Certificateholders in subsequent months in discharge of
any such obligation to make such P&I Advances, or (iii) make such P&I Advances
in the form of any combination of (i) and (ii) aggregating the total amount of
P&I Advances to be made by such Master Servicer; provided, that the Master
Servicer shall give preference to amounts in clause (ii) of this sentence for
purposes of making P&I Advances. Any amounts held in either Master Servicer's
Collection Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in such Master Servicer's records and replaced
by such Master Servicer by deposit in its Collection Account prior to the next
succeeding Master Servicer Remittance Date (to the extent not previously
replaced through the deposit of Late Collections of the delinquent principal and
interest in respect of which such P&I Advances were made). If, as of 3:30 p.m.
(New York City time) on any P&I Advance Date, either Master Servicer shall not
have made any P&I Advance required to be made by it on such date pursuant to
this Section 4.03(a) (and shall not have delivered to the Certificate
Administrator and the Trustee the Officer's Certificate and other documentation
related to a determination of nonrecoverability of a P&I Advance pursuant to
Section 4.03(c)) or shall not have remitted any portion of the Master Servicer
Remittance Amount required to be remitted by such Master Servicer on such date,
then the Certificate Administrator shall provide notice of such failure to such
Master Servicer by facsimile transmission as soon as possible, but in any event
before 4:30 p.m. (New York City time) on such P&I Advance Date. If after such
notice the Certificate Administrator does not receive the full amount of such
P&I Advances by 9:00 a.m. (New York City time) on the related Distribution Date,
then the Certificate Administrator shall promptly notify the Trustee and the
Fiscal Agent (but in any event before 10:00 a.m. (New York City time) and the
Trustee (or the Fiscal Agent on its behalf) shall (not later than 12:00 noon,
New York City time, on the related Distribution Date) make the portion of such
P&I Advances that was required to be, but was not, made or remitted, as the case
may be, by such Master Servicer with respect to the related Distribution Date.

          (b) The aggregate amount of P&I Advances to be made by each Master
Servicer (or by the Trustee or Fiscal Agent, as applicable, if such Master
Servicer fails to do so) in respect of any Distribution Date, subject to Section
4.03(c) below, shall equal the aggregate of all Monthly Payments (other than
Balloon Payments) and any Assumed


                                     -199-
<PAGE>

Monthly Payments, in each case net of any related Master Servicing Fees (and, in
the case of the Non-Trust-Serviced Pooled Mortgage Loan or REO Pooled Mortgage
Loan that is a successor thereto), any comparable master servicing fees under
the related Non-Trust Servicing Agreement), due or deemed due, as the case may
be, in respect of the Pooled Mortgage Loans as to which such Master Servicer is
the applicable Master Servicer and any successor REO Mortgage Loans with respect
thereto on their respective Due Dates occurring in the month in which such
Distribution Date occurs, in each case to the extent such amount was not
Received by the Trust as of the close of business on the related Determination
Date; provided that, if an Appraisal Reduction Amount exists with respect to any
Required Appraisal Loan, then the interest portion of any P&I Advance required
to be made 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 that would
otherwise be required to be made in respect of 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 shall equal the
Stated Principal Balance of such Required Appraisal Loan immediately prior to
such Distribution Date, net of the related Appraisal Reduction Amount, and the
denominator of which shall equal 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. The determination by a Master Servicer
(or, if applicable, the Trustee or the Fiscal Agent) that a prior P&I Advance
(or Unliquidated Advance in respect thereof) that it has made constitutes a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, shall be made by such Person in its
reasonable, good faith judgment. In making such recoverability determination,
such Person will be entitled to consider (among other things) only the
obligations of the Borrower under the terms of the related Pooled Mortgage Loan
as it may have been modified, to consider (among other things) the related
Mortgaged Properties in their "as is" or then current conditions and
occupancies, as modified by such party's assumptions regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties,
to estimate and consider (among other things) future expenses and to estimate
and consider (among other things) the timing of recoveries. In addition, any
such Person may update or change its recoverability determinations at any time
and may obtain from the applicable Special Servicer any analysis, Appraisals or
market value estimates or other information in the possession of the applicable
Special Servicer for such purposes. Any determination by a Master Servicer (or,
if applicable, the Trustee or the Fiscal Agent) 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 to the Depositor, the applicable Special Servicer, the
Certificate Administrator, the Controlling Class Representative and, if made by
a Master Servicer, the Trustee (on or before the related P&I Advance Date in the
case of a proposed P&I Advance), setting forth the basis for such determination,
accompanied by a copy of an Appraisal of the related Mortgaged Property or REO
Property performed within the 12 months preceding such determination by a
Qualified Appraiser, and further accompanied by any other information, including
engineers' reports, environmental surveys or similar reports, that the Person
making such determination may have obtained. A copy of any such Officer's
Certificate (and accompanying information) of the Trustee or the Fiscal Agent
shall also be promptly delivered to the Certificate Administrator, the
Controlling Class Representative, the applicable Special Servicer and the Master
Servicer for the subject Mortgage Loan. Absent bad faith, a Master Servicer's
determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders and, in all cases, the Trustee and the
Fiscal Agent shall be entitled to conclusively rely on any nonrecoverability
determination made by a Master Servicer with respect to a particular P&I
Advance. The applicable Special Servicer shall promptly furnish any party
required to make P&I Advances hereunder with any information in its possession
regarding the Specially Serviced Pooled Mortgage Loans and REO Properties as
such party required to make P&I Advances may reasonably request. The applicable
Master Servicer shall consider Unliquidated Advances in respect of prior P&I
Advances as outstanding Advances for purposes of recoverability determinations
as if such Unliquidated Advance were a P&I Advance.

          The applicable Special Servicer for each Pooled Mortgage Loan shall
also be entitled to make a determination (subject to the same standards and
procedures that apply in connection with a determination by the applicable
Master Servicer) to the effect that a prior P&I Advance (or Unliquidated Advance
in respect thereof)


                                     -200-
<PAGE>

previously made hereunder by the applicable Master Servicer (or, if applicable,
the Trustee or the Fiscal Agent) constitutes a Nonrecoverable P&I Advance or
that any proposed P&I Advance by the applicable Master Servicer (or, if
applicable, the Trustee or the Fiscal Agent), if made, would constitute a
Nonrecoverable P&I Advance, in which case such P&I Advance shall constitute a
Nonrecoverable P&I Advance for all purposes of this Agreement. A copy of any
Officer's Certificate (and accompanying information) of the applicable Special
Servicer in support of its determination shall be promptly delivered to the
Master Servicer for the subject Mortgage Loan. The applicable Special Servicer
may update or change its recoverability determination at any time.

          In connection with each Non-Pooled Pari Passu Companion Loan, from and
after the date on which the applicable Master Servicer has received notice to
the effect that such Non-Pooled Pari Passu Companion Loan has been securitized
as part of a rated commercial mortgage securitization similar to the
securitization effected by this Agreement, (i) if the applicable Master Servicer
receives written notice (which notice is accompanied by the supporting evidence
for such determination) that the related master servicer or other comparable
party responsible for making debt service advances under the pooling and
servicing agreement for such securitization has determined, pursuant to such
agreement, that any debt service advance made or to be made with respect to the
related Non-Pooled Pari Passu Companion Loan (or any successor REO mortgage loan
with respect thereto) would not ultimately be recoverable out of collections on
such Mortgage Loan (or such REO mortgage loan), then such Master Servicer shall
deliver an Officer's Certificate to such effect to the Trustee, the Fiscal
Agent, the applicable Special Servicer and the Depositor or shall forward a copy
of the written notice received from such master servicer or comparable party;
(ii) if such Master Servicer thereafter receives notice (which notice is
accompanied by the supporting evidence for such determination) that such
determination has been withdrawn or rescinded by such comparable party, or if
P&I Advances related to such Non-Trust-Serviced Pooled Mortgage Loan otherwise
cease to be deemed to constitute Nonrecoverable P&I Advances by operation of the
definition of "Nonrecoverable P&I Advance" herein, then such Master Servicer
shall provide notice to such effect to the Trustee, the Fiscal Agent, the
applicable Special Servicer and the Depositor; (iii) if such Master Servicer
determines that any P&I Advance made or to be made with respect to any Pooled
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) included
in the same Mortgage Loan Group is or, if made, would be a Nonrecoverable P&I
Advance, then the Master Servicer shall notify in writing such comparable party
of such determination (which notice shall be accompanied by the supporting
evidence for such determination as contemplated by the preceding paragraph); and
(iv) following any determination described in the preceding clause (iii), if
such Master Servicer subsequently determines (other than by operation of clause
(ii) above) that P&I Advances made or to be made with respect to such Pooled
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) are no
longer Nonrecoverable P&I Advances, then such Master Servicer shall notify in
writing such comparable party of such determination (which notice shall be
accompanied by the supporting evidence for such determination as contemplated by
the preceding paragraph). Each of the Non-Pooled Pari Passu Companion
Noteholders (and its related master servicer or comparable party responsible for
debt service advances) shall be a third party beneficiary of the preceding
clauses (iii) and (iv) to the extent that such clause relates to the related
Non-Pooled Pari Passu Companion Loans and the Trust or the applicable Master
Servicer is a third party beneficiary of a provision in the related Mortgage
Loan Group Intercreditor Agreement or in the applicable pooling and servicing
agreement that imposes (in connection with the related Non-Pooled Pari Passu
Companion Loan) on such comparable party duties (among others) that are
substantially the same as the duties that are imposed (in connection with the
related Pooled Mortgage Loan) on the applicable Master Servicer under the
preceding clauses (iii) and (iv) and the definition of "Nonrecoverable Advance".
If the applicable Master Servicer receives notice of a nonrecoverability
determination by another party to this Agreement as to any P&I Advance on a
Pooled Mortgage Loan included in a Mortgage Loan Group as described above, such
Master Servicer shall promptly forward such notice and the accompanying
information to the applicable related comparable party under the other pooling
and servicing agreement.

          (d) The Master Servicers, the Trustee and the Fiscal Agent 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 (with its own
funds), to the extent that such P&I Advance (i) relates to a Monthly Payment or
Assumed Monthly Payment in respect of a Pooled Mortgage Loan that is a Past
Grace Period Loan or an REO Pooled Mortgage Loan when made, in which case such
interest shall begin to accrue from the related P&I Advance Date, or (ii)
remains outstanding when the subject Pooled Mortgage Loan becomes a Past Grace
Period Loan in respect of the subject Monthly Payment or Assumed


                                     -201-
<PAGE>

Monthly Payment, in which case such interest shall begin to accrue when the
subject Pooled Mortgage Loan becomes a Past Grace Period Loan in respect of the
subject Monthly Payment or Assumed Monthly Payment, in either case, for so long
as such P&I Advance is outstanding (or, in the case of Advance Interest payable
to a 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 Trust). Such interest with respect to any P&I Advance shall be
payable: (i) first, in accordance with Sections 3.05 and 3.28, out of any
Default Charges subsequently collected on the particular Pooled Mortgage Loan or
REO Pooled Mortgage Loan as to which such P&I Advance relates; and (ii) then,
after such P&I Advance is reimbursed, but only if and to the extent that such
Default Charges are insufficient to cover such Advance Interest, out of general
collections on the Pooled Mortgage Loans and REO Properties on deposit in the
applicable Master Servicer's Collection Account or, to the extent contemplated
by the second paragraph of Section 3.05(a), in the other Master Servicer's
Collection Account. The applicable Master Servicer shall (subject to the
operation of Section 3.05(a)(II)) reimburse itself, the Trustee or the Fiscal
Agent, as applicable, for any outstanding P&I Advance made thereby with respect
to any Pooled Mortgage Loan or REO Pooled Mortgage Loan as soon as practicable
after funds available for such purpose are deposited in such Master Servicer's
Collection 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 was received by or on behalf of the Trust as of the related P&I
Advance Date.

          (e) With regard to such P&I Advances, the applicable Master Servicer,
the Trustee or the Fiscal Agent shall account for that part of the P&I Advances
which is attributable to Past Grace Period Loans, and that part of the P&I
Advances which is attributable to Within Grace Period Loans.

          (f) Notwithstanding anything to the contrary, no P&I Advances shall be
made with respect to any Non-Pooled Mortgage Loan (whether or not it constitutes
a Serviced Non-Pooled Mortgage Loan or otherwise) or any successor REO Mortgage
Loan.

          SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
                        Expenses

          (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the
Certificate Administrator shall determine the amount, if any, by which (i) the
then aggregate of the Class Principal Balances of all the Classes of Principal
Balance Certificates, exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such Distribution
Date. If such excess does exist, then, except to the extent that such excess
exists because of the reimbursement of Workout-Delayed Reimbursement Amounts
(from the principal portions of P&I Advances and/or payments or other
collections of principal on the Mortgage Pool pursuant to subsection (II)(iii)
of Section 3.05(a)) during any prior Collection Period (other than those that
were determined to constitute Nonrecoverable Advances in the immediately
preceding Collection Period), the Class Principal Balances of the Class Q, Class
P, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates shall be reduced sequentially, in
that order, in each case, until such excess or the related Class Principal
Balance is reduced to zero (whichever occurs first). If, after the foregoing
reductions, the amount described in clause (i) of the second preceding sentence
still exceeds the amount described in clause (ii) of such sentence, then, except
to the extent that such excess exists because of the reimbursement of
Workout-Delayed Reimbursement Amounts (from the principal portion of P&I
Advances and/or payments or other collections of principal on the Mortgage Pool
pursuant to subsection (II)(iii) of Section 3.05(a)) during any prior Collection
Period (other than those that were determined to constitute Nonrecoverable
Advances in the immediately preceding Collection Period), the respective Class
Principal Balances of all the outstanding Classes of the Class A Certificates
shall be reduced on a pro rata basis in accordance with the relative sizes of
such Class Principal Balances, until any such remaining excess is reduced to
zero. All such reductions in the Class Principal Balances of the respective
Classes of the Principal Balance Certificates shall constitute allocations of
Realized Losses and Additional Trust Fund Expenses.

          (b) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(i), the Certificate Administrator shall determine the amount, if
any, by which (i) the then aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests,


                                     -202-
<PAGE>

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, except to the extent that such excess exists because of the
reimbursement of Workout-Delayed Reimbursement Amounts (from the principal
portion of P&I Advances and/or payments or other collections of principal on the
Mortgage Pool pursuant to subsection (II)(iii) of Section 3.05(a)) during the
preceding Collection Period, the Uncertificated Principal Balances of REMIC II
Regular Interest Q, REMIC II Regular Interest P, REMIC II Regular Interest N,
REMIC II Regular Interest M, REMIC II Regular Interest L, REMIC II Regular
Interest K, REMIC II Regular Interest J, REMIC II Regular Interest H, REMIC II
Regular Interest G, REMIC II Regular Interest F, REMIC II Regular Interest E,
REMIC II Regular Interest D, REMIC II Regular Interest C and REMIC II Regular
Interest B, shall be reduced sequentially, in that order, in each case, until
such excess (other than any portion thereof that exists because of the
reimbursement of Workout-Delayed Reimbursement Amounts (from the principal
portion of P&I Advances and/or payments or other collections of principal on the
Mortgage Pool pursuant to subsection (II)(iii) of Section 3.05(a)) during the
preceding Collection Period) or the related Uncertificated Principal Balance is
reduced to zero (whichever occurs first). If, after the foregoing reductions,
the amount described in clause (i) of the second preceding sentence still
exceeds the amount described in clause (ii) of such sentence, then, except to
the extent that such excess exists because of the reimbursement of
Workout-Delayed Reimbursement Amounts (from the principal portion of P&I
Advances and/or payments or other collections of principal on the Mortgage Pool
pursuant to subsection (II)(iii) of Section 3.05(a)) during the preceding
Collection Period, (A) the respective Uncertificated Principal Balances of the
REMIC II Regular Interests that are Corresponding REMIC II Regular Interests
with respect to the Class A-1 Certificates, (B) the Uncertificated Principal
Balance of the REMIC II Regular Interest that is the Corresponding REMIC II
Regular Interest with respect to the Class A-2 Certificates and (C) the
respective Uncertificated Principal Balances of the REMIC II Regular Interests
that are Corresponding REMIC II Regular Interests with respect to the Class A-3
Certificates, shall be reduced on a pro rata basis in accordance with the
relative sizes of such Uncertificated Principal Balances, until any such
remaining excess is reduced to zero. All such reductions in the Uncertificated
Principal Balances of the respective REMIC II Regular Interests shall be deemed
to constitute allocations of Realized Losses and Additional Trust Fund Expenses.

          (c) On each Distribution Date, if, following the deemed distributions
to be made in respect of the REMIC I Regular Interests pursuant to Section
4.01(j), the Uncertified Principal Balance of any REMIC I Regular Interest
(after taking account of such deemed distributions) exceeds the Stated Principal
Balance of the related Pooled Mortgage Loan or REO Pooled Mortgage Loan (or, if
such REMIC I Regular Interest relates to multiple Replacement Pooled Mortgage
Loans, the aggregate Stated Principal Balance of the related Pooled Mortgage
Loans and/or REO Pooled Mortgage Loans), as the case may be, that will be
outstanding immediately following such Distribution Date, then, except to the
extent that such excess exists (taking account of the provisions of the next
succeeding sentence) because of the reimbursement of Workout-Delayed
Reimbursement Amounts (from the principal portion of P&I Advances and/or
payments or other collections of principal on the Mortgage Pool pursuant to
subsection (II)(iii) of Section 3.05(a)) during the preceding Collection Period,
the Uncertificated Principal Balance of such REMIC I Regular Interest shall be
reduced to equal such Stated Principal Balance of such related Pooled Mortgage
Loan or REO Pooled Mortgage Loan (or, if such REMIC I Regular Interest relates
to multiple Replacement Pooled Mortgage Loans, the aggregate Stated Principal
Balance of the related Pooled Mortgage Loans and/or REO Pooled Mortgage Loans),
as the case may be, that will be outstanding immediately following such
Distribution Date. For purposes of the immediately preceding sentence, the
aggregate amount excluded from the aggregate reductions of the Uncertificated
Principal Balances of the REMIC I Regular Interests collectively shall equal the
amount excluded from the reductions of the Uncertificated Principal Balances of
the REMIC II Regular Interests pursuant to subsection (b) and such aggregate
exclusion amount shall be deemed to be allocated among the REMIC I Regular
Interests pro rata according to their Stated Principal Balances that, in the
absence of such any and all such exclusions, would have been outstanding
immediately after such Distribution Date by operation of the immediately
preceding sentence. Any reductions in the Uncertificated Principal Balances of
the respective REMIC I Regular Interests pursuant to the second preceding
sentence shall be deemed to constitute allocations of Realized Losses and
Additional Trust Fund Expenses.

                                     -203-
<PAGE>

          SECTION 4.05. Calculations.

          Provided that the Certificate Administrator receives the necessary
information from the Master Servicers and/or the Special Servicers, the
Certificate Administrator shall be responsible for performing all calculations
necessary in connection with the actual and deemed distributions to be made
pursuant to Section 4.01, the preparation of the Certificate Administrator
Reports pursuant to Section 4.02(a) and the actual and deemed allocations of
Realized Losses and Additional Trust Fund Expenses to be made pursuant to
Section 4.04. The Certificate Administrator shall calculate the Available
Distribution Amount for each Distribution Date and shall allocate such amount
among Certificateholders in accordance with this Agreement. Absent actual
knowledge of an error therein, the Certificate Administrator shall have no
obligation to recompute, recalculate or otherwise verify any information
provided to it by a Master Servicer. The calculations by the Certificate
Administrator contemplated by this Section 4.05 shall, in the absence of
manifest error, be presumptively deemed to be correct for all purposes
hereunder.

                                     -204-
<PAGE>

                                    ARTICLE V


                                THE CERTIFICATES


          SECTION 5.01. The Certificates.

          (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-3; 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 Class A-1, Class A-2, Class
A-3, Class B, Class C, Class D, Class X, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P and Class Q Certificates
shall initially be held and transferred through the book-entry facilities of the
Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of
$25,000 in the case of the Class A-1, Class A-2 and Class A-3 Certificates,
$100,000 in the case of the Class B, Class C, Class D and Class E Certificates,
$250,000 in the case of the Interest Only Certificates, and $250,000 in the case
of the remaining Regular Interest Certificates, and in each such case in
integral multiples of $1 in excess thereof. The Class R and Class V Certificates
will be issuable in denominations representing Percentage Interests in the
related Class of not less than 10%.

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

          SECTION 5.02. Registration of Transfer and Exchange of Certificates.

          (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Certificate Administrator is hereby initially appointed (and hereby agrees
to act in accordance with the terms hereof) as Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar may appoint, by a written
instrument delivered to the Trustee, the Depositor, the Master Servicers, the
Special Servicers and (if the Certificate Administrator is not the Certificate
Registrar) the Certificate 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 predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. If the Certificate Administrator resigns or is
removed in accordance with the terms hereof, the successor certificate
administrator shall immediately succeed to its duties as Certificate Registrar.
The Depositor, the Trustee, the Certificate Administrator (if it is not the
Certificate Registrar), each Master Servicer and each Special Servicer shall
each 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.

                                     -205-
<PAGE>

          If three or more Holders make written request to the Certificate
Registrar, and such request states that such Holders desire to communicate with
other Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
Holders propose to transmit, then the Certificate Registrar shall, within 30
days after the receipt of such request, afford (or cause any other Certificate
Registrar to afford) the requesting Holders access during normal business hours
to the most recent list of Certificateholders held by the Certificate Registrar.

          (b) No Transfer of any Non-Registered Certificate or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable securities
or blue sky laws of any state or other jurisdiction within the United States,
its territories and possessions, or is otherwise made in accordance with the
Securities Act and such other securities or blue sky laws. If offers and sales
of any Certificate are made in any jurisdiction outside of the United States,
its territories and possessions, the Person making such offers and sales must
comply with all applicable laws of such jurisdiction.

          If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of
such Certificate by the Depositor, any Underwriter or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B (except that, in the case of any proposed
transfer of a Class R Certificate or a Class V Certificate, such prospective
Transferee may provide a certificate substantially in the form attached hereto
as Exhibit F-2A only); or (ii) an Opinion of Counsel satisfactory to the
Certificate Administrator to the effect that such prospective Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer (except
that, in the case of any proposed transfer of a Class R Certificate or a Class V
Certificate, such Opinion of Counsel must be to the effect that such prospective
Transferee is a Qualified Institutional Buyer) and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, either Master Servicer,
either Special Servicer, the Tax Administrator, the Certificate Administrator,
the Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.

          If a Transfer of any interest in the Rule 144A Global Certificate for
any Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Non-Registered Certificates or a Transfer of any
interest therein by the Depositor, any Underwriter or any of their respective
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 hereto as Exhibit
F-2C, or (ii) an Opinion of Counsel to the effect that the prospective
Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act. Except as provided in the
following two paragraphs, no interest in the Rule 144A Global Certificate for
any Class of Book-Entry Non-Registered Certificates shall be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If any Transferee of an interest in the Rule 144A
Global Certificate for any Class of Book-Entry Non-Registered Certificates does
not, in connection with the subject Transfer, deliver to the Transferor the
Opinion of Counsel or the certification described in the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that all
the certifications set forth in Exhibit F-2C hereto are, with respect to the
subject Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel


                                     -206-
<PAGE>

described in clauses (i) and (ii) of the first sentence of the preceding
paragraph) by the Depositor, any Affiliate of the Depositor or any Person
designated in writing by the Depositor to any Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for such
Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Certificate Administrator to
debit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Regulation S Global
Certificate, that is equal to the denomination of beneficial interests in the
Class X, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P or Class Q Certificates, as applicable, to be transferred. Upon delivery
to the Certificate Registrar of such certification and such orders and
instructions, the Certificate Administrator, subject to and in accordance with
the applicable procedures of the Depository, shall reduce the denomination of
the Rule 144A Global Certificate in respect of the Class X, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class Q
Certificates, as applicable, and increase the denomination of the Regulation S
Global Certificate for such Class, by the denomination of the beneficial
interest in such Class specified in such orders and instructions.

          Also notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Certificate Administrator of (i) such certifications and/or opinions as are
contemplated by the second paragraph of this Section 5.02(b) and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository to direct the Certificate Administrator to debit the account
of a Depository Participant by the denomination of the transferred interests in
such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of
the certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Certificate Administrator, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Rule 144A Global Certificate by the denomination of the
transferred interests in such Rule 144A Global Certificate, and shall cause a
Definitive Certificate of the same Class as such Rule 144A Global Certificate,
and in a denomination equal to the reduction in the denomination of such Rule
144A Global Certificate, to be executed, authenticated and delivered in
accordance with this Agreement to the applicable Transferee.

          Except as provided in the next paragraph, no beneficial interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D hereto certifying that such Transferee is not a United States
Securities Person. On or prior to the Release Date, beneficial interests in the
Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates may be held only through Euroclear or Clearstream. The Regulation S
Global Certificate for each Class of Book-Entry Non-Registered Certificates
shall be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.

          Notwithstanding the preceding paragraph, after the Release Date, any
interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor, any Affiliate
of the Depositor or any Person designated in writing by the Depositor to any
Person who takes delivery in the form of a beneficial interest in the Rule 144A
Global Certificate for such Class of Certificates upon delivery to the
Certificate Registrar of (x) a certificate to the effect that the Certificate
Owner desiring to effect such Transfer is the Depositor or an Affiliate of the
Depositor and (y) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Rule 144A Global Certificate, that is equal to the denomination of beneficial
interests in the Class X, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class P or Class


                                     -207-
<PAGE>

Q Certificates, as applicable, to be transferred. Upon delivery to the
Certificate Registrar of such certification and orders and instructions, the
Certificate Administrator, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the Class X, Class F, Class G, Class H. Class
J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates, as
applicable, and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

          None of the Depositor, the Underwriters, the Certificate
Administrator, the Trustee, the Fiscal Agent, the Master Servicers, the Special
Servicers, the Tax Administrator or the Certificate Registrar is obligated to
register or qualify any Class of Non-Registered Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the Transfer of any Non-Registered
Certificate or interest therein without registration or qualification. Any
Certificateholder or Certificate Owner desiring to effect a Transfer of any
Non-Registered Certificate or interest therein shall, and does hereby agree to,
indemnify the Depositor, the Underwriters, the Certificate Administrator, the
Trustee, the Fiscal Agent, each Master Servicer, each Special Servicer, the Tax
Administrator and the Certificate Registrar against any liability that may
result if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

          (c) No Transfer of a Certificate or any interest therein shall be made
(A) to any Plan or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of such
Certificate or interest therein by the prospective Transferee would result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or would
result in the imposition of an excise tax under Section 4975 of the Code. Except
in connection with the initial issuance of the Non-Registered Certificates or
any Transfer of a Non-Registered Certificate or any interest therein by the
Depositor, any Underwriter or any of their respective Affiliates or, in the case
of a Global Certificate for any Class of Book-Entry Non-Registered Certificates,
any Transfer thereof to a successor Depository or to the applicable Certificate
Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee, and any Certificate Owner
transferring an interest in a Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from its prospective
Transferee, either (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) alternatively, but only in the case of a
Certificate that is not a Class R or Class V Certificate, a certification to the
effect that the purchase and holding of such Certificate or interest therein by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of
Sections I and III of PTCE 95-60; or (iii) alternatively, but only in the case
of a Non-Registered Certificate that is an Investment Grade Certificate (other
than, if applicable, a Class R or Class V Certificate) that is being acquired by
or on behalf of a Plan in reliance on the Underwriter Exemption, a certification
to the effect that such Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Certificate
Administrator, the Depositor, any Pooled Mortgage Loan Seller, either Master
Servicer, either Special Servicer, any Sub-Servicer, any Person responsible for
the servicing of the Non-Trust-Serviced Pooled Mortgage Loan, any Exemption
Favored Party or any Borrower with respect to Pooled Mortgage Loans constituting
more than 5% of the aggregate unamortized principal balance of all the Pooled
Mortgage Loans determined as of the Closing Date, or by any Affiliate of such
Person, and (Z) agrees that it will obtain from each of its Transferees that is
a Plan a written representation that such Transferee satisfied the requirements
of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a
written agreement that such Transferee will obtain from each of its Transferees
that are Plans a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y). It is
hereby acknowledged that the forms of certification attached hereto as Exhibit
G-1 (in the case of Definitive Non-Registered Certificates) and Exhibit G-2 (in
the case of ownership interests in Book-Entry Non-Registered Certificates) are
acceptable for purposes of the preceding sentence. In lieu of one of the
foregoing certifications, a prospective Transferee may deliver to the
Certificate Registrar a certification of facts and an Opinion of


                                     -208-
<PAGE>

Counsel which establish to the reasonable satisfaction of the Trustee that such
Transfer will not result in a violation of Section 406 of ERISA or Section 4975
of the Code or result in the imposition of an excise tax under Section 4975 of
the Code, and will not subject the Trustee, a Master Servicer, a Special
Servicer or a Sub-Servicer to any obligation in addition to those undertaken in
this Agreement; in the case of an ownership interest in a Book-Entry
Non-Registered Certificate, the prospective Transferee shall also deliver to the
Certificate Owner from whom it is acquiring the interest a copy of such
certification of facts and Opinion of Counsel, and a certification that these
documents have been delivered to the Certificate Registrar. If any Transferee of
a Certificate (including a Registered Certificate) or any interest therein does
not, in connection with the subject Transfer, deliver to the Certificate
Registrar (in the case of a Definitive Certificate) or the Transferor (in the
case of ownership interests in a Book-Entry Certificate) any certification
and/or Opinion of Counsel contemplated by the second preceding sentence, then
such Transferee shall be deemed to have represented and warranted that either:
(i) such Transferee is not a Plan and is not directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of such
Certificate or interest therein by such Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code by reason of an Underwriter Exemption (in the case of such a
Certificate that is an Investment Grade Certificate) or by reason of Sections I
and III of PTCE 95-60 (in the case of such a Certificate that is not an
Investment Grade Certificate).

          (d)  (i) Each Person who has or who acquires any Ownership Interest in
a Class R 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 Certificate Administrator under clause (ii) (A)
below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Certificate Administrator under clause (ii) (B) below
to negotiate the terms of any mandatory disposition and to execute all
instruments of Transfer and to do all other things necessary in connection with
any such disposition. The rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following provisions:

               (A)  Each Person holding or acquiring any Ownership Interest in a
                    Class R Certificate shall be a Permitted Transferee and
                    shall promptly notify the Tax Administrator and the
                    Certificate Administrator of any change or impending change
                    in its status as a Permitted Transferee.

               (B)  In connection with any proposed Transfer of any Ownership
                    Interest in a Class R Certificate, the Certificate Registrar
                    shall require delivery to it, and shall not register the
                    Transfer of any Class R Certificate until its receipt, of an
                    affidavit and agreement substantially in the form attached
                    hereto as Exhibit H-1 (a "Transfer Affidavit and
                    Agreement"), from the proposed Transferee, representing and
                    warranting, among other things, that such Transferee is a
                    Permitted Transferee, that it is not acquiring its Ownership
                    Interest in the Class R Certificate that is the subject of
                    the proposed Transfer as a nominee, trustee or agent for any
                    Person that is not a Permitted Transferee.

               (C)  Notwithstanding the delivery of a Transfer Affidavit and
                    Agreement by a proposed Transferee under clause (B) above,
                    if a Responsible Officer of either the Certificate
                    Administrator or the Certificate Registrar has actual
                    knowledge that the proposed Transferee is not a Permitted
                    Transferee, no Transfer of an Ownership Interest in a Class
                    R Certificate to such proposed Transferee shall be effected.

               (D)  Each Person holding or acquiring any Ownership Interest in a
                    Class R 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 Class R Certificate and (2) not to Transfer its
                    Ownership Interest in such Class R Certificate unless it
                    provides to the Certificate Registrar a certificate
                    substantially in the form


                                     -209-
<PAGE>

                    attached hereto as Exhibit H-2 stating that, among other
                    things, it has no actual knowledge that such prospective
                    Transferee is not a Permitted Transferee.

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

               (ii) (A) If any purported Transferee shall become a Holder of a
                    Class R Certificate in violation of the provisions of this
                    Section 5.02(d), then the last preceding Holder of such
                    Class R 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 Class R Certificate. None of the Depositor, the
                    Certificate Administrator, the Trustee or the Certificate
                    Registrar shall be under any liability to any Person for any
                    registration of Transfer of a Class R 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 Class
                    R Certificate in violation of the restrictions in this
                    Section 5.02(d), then, to the extent that retroactive
                    restoration of the rights of the preceding Holder of such
                    Class R Certificate as described in clause (ii)(A) above
                    shall be invalid, illegal or unenforceable, the Certificate
                    Administrator shall have the right, but not the obligation,
                    to cause the Transfer of such Class R Certificate to a
                    Permitted Transferee selected by the Certificate
                    Administrator on such terms as the Certificate Administrator
                    may choose, and the Certificate Administrator shall not be
                    liable to any Person having an Ownership Interest in such
                    Class R Certificate as a result of the Certificate
                    Administrator's exercise of such discretion. Such purported
                    Transferee shall promptly endorse and deliver such Class R
                    Certificate in accordance with the instructions of the
                    Certificate Administrator. Such Permitted Transferee may be
                    the Certificate Administrator itself or any Affiliate of the
                    Certificate Administrator.

               (iii) The Tax Administrator shall make available to the IRS and
     to those Persons specified by the REMIC Provisions all information
     furnished to it by the other parties hereto necessary to compute any tax
     imposed (A) as a result of the Transfer of an Ownership Interest in a Class
     R Certificate to any Person who is a Disqualified Organization, including
     the information described in Treasury Regulations Sections 1.860D-1(b)(5)
     and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Class R
     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 Class R Certificate having as among its record holders at any
     time any Person which is a Disqualified Organization, and each of the other
     parties hereto shall furnish to the Tax Administrator all information in
     its possession necessary for the Tax Administrator to discharge such
     obligation. The Person holding such Ownership Interest shall be responsible
     for the reasonable compensation of the Tax Administrator for providing
     information thereto pursuant to this subsection (d)(iii) and Section
     10.01(d)(i).

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


                                     -210-
<PAGE>

               (A)  written confirmation from each Rating Agency to the effect
                    that the modification of, addition to or elimination of such
                    provisions will not cause an Adverse Rating Event; and

               (B)  an Opinion of Counsel, in form and substance satisfactory to
                    the Certificate Administrator and the Tax Administrator,
                    obtained at the expense of the party seeking such
                    modification of, addition to or elimination of such
                    provisions (but in no event at the expense of the Trustee,
                    the Tax Administrator or the Trust), to the effect that
                    doing so will not (1) cause any REMIC Pool to cease to
                    qualify as a REMIC or be subject to an entity-level tax
                    caused by the Transfer of any Class R Certificate to a
                    Person which is not a Permitted Transferee or (2) cause a
                    Person other than the prospective Transferee to be subject
                    to a REMIC-related tax caused by the Transfer of a Class R
                    Certificate to a Person that is not a Permitted Transferee.

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

          (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class in authorized denominations evidencing a like
aggregate Percentage Interest in such Class.

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

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

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

          (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

          (k) In connection with the foregoing Sections 5.02(b), (c) and (d), in
no case shall the Depositor be responsible for the costs or expenses of any
certificates, opinions or agreements contemplated by such Sections 5.02(b), (c)
and (d).

                                     -211-
<PAGE>

          SECTION 5.03. Book-Entry Certificates.

          (a) The Class A-1, Class A-2, Class A-3, Class B, Class C, Class D,
Class E, Class X, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P and Class Q Certificates shall, in the case of each such Class,
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in Section 5.02(b) and Section
5.03(c), a Transfer of such Certificates may not be registered by the
Certificate Registrar unless such Transfer is to a successor Depository that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. Such Certificate Owners shall hold and Transfer
their respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided in Section
5.03(c) below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
The Class X, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P and Class Q Certificates initially sold to Qualified
Institutional Buyers in reliance on Rule 144A or in reliance on another
exemption from the registration requirements of the Securities Act shall, in the
case of each such Class, be represented by the Rule 144A Global Certificate for
such Class, which shall be deposited with the Certificate Administrator as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository. The Class X, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class P and Class Q Certificates initially sold in
offshore transactions in reliance on Regulation S shall, in the case of each
such Class, be represented by the Regulation S Global Certificate for such
Class, which shall be deposited with the Certificate Administrator as custodian
for the Depository and registered in the name of Cede & Co. as nominee of the
Depository. All Transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.

          (b) The Certificate Administrator, the Master Servicers, the Special
Servicers, the Trustee, the Fiscal Agent, the Depositor and the Certificate
Registrar may for all purposes, including the making of payments due on the
Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. Except as
expressly provided to the contrary herein, 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 Certificate Administrator may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.

          (c) If (i)(A) the Depositor advises the Certificate Administrator, the
Trustee and the Certificate Registrar in writing that the Depository is no
longer willing or able to properly discharge its responsibilities with respect
to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to
locate a qualified successor, or (ii) the Depositor at its option advises the
Trustee, the Certificate Administrator and the Certificate Registrar in writing
that it elects to terminate the book-entry system through the Depository with
respect to a Class of Book-Entry Certificates, the Certificate Registrar shall
notify all affected Certificate Owners, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates
to such Certificate Owners requesting the same.

          Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicers, the Special Servicers, the Certificate Administrator, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions, and each of them may conclusively rely on, and shall be protected
in relying on, such


                                     -212-
<PAGE>

instructions. Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Class of Registered Certificates, the registered
holders of such Definitive Certificates shall be recognized as
Certificateholders hereunder and, accordingly, shall be entitled directly to
receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.

          (d) Notwithstanding any other provisions contained herein, neither the
Certificate Administrator nor the Certificate Registrar shall have any
responsibility whatsoever to monitor or restrict the Transfer of ownership
interests in any Certificate (including but not limited to any Non-Registered
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

          SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

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

          SECTION 5.05. Persons Deemed Owners.

          Prior to due presentment for registration of transfer, the Depositor,
the Master Servicers, the Special Servicers, the Certificate Administrator, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever and none of the Depositor, the Master
Servicers, the Special Servicers, the Trustee, 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.

          To the extent that under the terms of this Agreement, it is necessary
to determine whether any Person is a Certificate Owner, the Certificate
Administrator shall make such determination based on a certificate of such
Person which shall be substantially in the form of paragraph 1 of Exhibit K-1
hereto (or such other form as shall be reasonably acceptable to the Certificate
Administrator) and shall specify the Class and Certificate Principal Balance or
Certificate Notional Amount, as the case may be, of the Book-Entry Certificate
beneficially owned; provided, however, that none of the Trustee, the Certificate
Administrator or the Certificate Registrar shall knowingly recognize such Person
as a Certificate Owner if such Person, to the actual knowledge of a Responsible
Officer of the Trustee, the Certificate Administrator or the Certificate
Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry
Certificate in violation of Section 5.02(c), or if such Person's certification
that it is a Certificate Owner is in direct conflict with information actually
known by a Responsible Officer of the Trustee, the Certificate Administrator or
the Certificate Registrar, with respect to the identity of a Certificate Owner.
The Trustee, the Certificate Administrator and the Certificate Registrar shall
each 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 Book-Entry Certificate


                                     -213-
<PAGE>

an opportunity to resolve any discrepancies between the information provided and
any other information available to the Trustee, the Certificate Administrator or
the Certificate Registrar, as the case may be.

          SECTION 5.07. Appointment of Authenticating Agents.

          (a) The Certificate Administrator may appoint at its expense an
Authenticating Agent, which shall be authorized to act on behalf of the
Certificate Administrator in authenticating Certificates. The Certificate
Administrator shall cause any such Authenticating Agent to execute and deliver
to the Certificate Administrator an instrument in which such Authenticating
Agent shall agree to act in such capacity, with the obligations and
responsibilities herein. Each Authenticating Agent must be organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Certificate Administrator hereunder.
The appointment of an Authenticating Agent shall not relieve the Certificate
Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of the
Authenticating Agent. In the absence of any other Person appointed in accordance
herewith acting as Authenticating Agent, the Certificate Administrator hereby
agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Certificate
Administrator is no longer the Authenticating Agent, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Authenticating Agent shall be construed to require that such
notice, information or documentation also be provided to the Certificate
Administrator.

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

          (c) Any Authenticating Agent appointed in accordance with this Section
5.07 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Certificate Administrator, the Trustee, the Certificate
Registrar and the Depositor. The Certificate Administrator may at any time
terminate the agency of any Authenticating Agent appointed in accordance with
this Section 5.07 by giving written notice of termination to such Authenticating
Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving
a notice of such a resignation or upon such a termination, or in case at any
time any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.07, the Certificate Administrator may appoint a
successor Authenticating Agent, in which case the Certificate Administrator
shall give written notice of such appointment to the Trustee, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
5.07. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.

                                     -214-
<PAGE>

                                   ARTICLE VI


                       THE DEPOSITOR, THE MASTER SERVICERS
                            AND THE SPECIAL SERVICERS


          SECTION 6.01. Liability of the Depositor, the Master Servicers and the
                        Special Servicers.

          The Depositor, the Master Servicers and the Special Servicers shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, each Master Servicer
and each Special Servicer.

          SECTION 6.02. Merger, Consolidation or Conversion of the Depositor, a
                        Master Servicer or a Special Servicer.

          (a) Subject to Section 6.02(b), the Depositor, the Master Servicers
and the Special Servicers shall each keep in full effect its existence, rights
and franchises as a corporation, bank, trust company, partnership, limited
liability company, association or other legal entity under the laws of the
jurisdiction wherein it was organized, and each shall obtain and preserve its
qualification to do business as a foreign entity in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

          (b) Each of the Depositor, the Master Servicers and the Special
Servicers may be merged or consolidated with or into any Person, or transfer all
or substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, a Master
Servicer or a Special Servicer shall be a party, or any Person succeeding to the
business of the Depositor, a Master Servicer, a Special Servicer, shall be the
successor of the Depositor, such Master Servicer or a Special Servicer, as the
case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of either Master Servicer or a Special
Servicer unless (i) such succession will not result in an Adverse Rating Event
with respect to any Class of Rated Certificates (as confirmed in writing to the
Trustee by each Rating Agency) and (ii) such successor or surviving Person makes
the applicable representations and warranties set forth in Section 2.05 (in the
case of a successor or surviving Person to PAR as a Master Servicer), Section
2.06 (in the case of a successor or surviving Person to WFB as a Master
Servicers), Section 2.07 (in the case of a successor or surviving Person to the
General Special Servicer), as applicable or Section 2.08 (in the case of a
successor or surviving Person to the Shell Plaza Special Servicer).

          SECTION 6.03. Limitation on Liability of the Depositor, the Master
                        Servicers and the Special Servicers.

          (a) None of the Depositor, the Master Servicers or the Special
Servicers shall be under any liability to the Trust, the Trustee, the
Certificateholders or any Serviced Non-Pooled Mortgage Loan Noteholder 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, a Master Servicer or a Special Servicer against any liability to the
Trust, the Trustee, the Certificateholders or any Serviced Non-Pooled Mortgage
Loan Noteholder for the breach of a representation or warranty made by such
party herein, or against any expense or liability specifically required to be
borne by such party without right of reimbursement pursuant to the terms hereof,
or against any liability which would otherwise be imposed by reason of
misfeasance, bad faith or negligence in the performance of, or negligent
disregard of, such party's obligations or duties hereunder. The Depositor, each
Master Servicer, each Special Servicer and any director, member, manager,
officer, employee or agent of any such party may rely in good faith on any
document of any kind conforming to the requirements of this Agreement for the
truth and accuracy of the contents of that document (and as to certificates and
opinions, including Opinions of Counsel, for the truth of the statements made
therein and the correctness of the opinions expressed therein) reasonably
believed or in good faith believed by it to be genuine and to have been signed
or presented by the proper party or parties, which document, prima facie, is
properly executed and submitted by any Person, or any


                                     -215-
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employee or agent of any Person (including legal counsel as to opinions),
respecting any matters arising hereunder. The Depositor, each Master Servicer,
each Special Servicer and any director, member, manager, officer, employee or
agent of any such party, shall be indemnified and held harmless by the Trust out
of the relevant Collection Account, as provided in Section 3.05(a), or the
Distribution Account, as provided in Section 3.05(b), against any loss,
liability, cost or expense (including reasonable legal fees and expenses)
incurred in connection with any legal action or claim relating to this Agreement
or the Certificates, other than any loss, liability, cost or expense: (i)
specifically required to be borne thereby pursuant to the terms hereof; (ii)
that constitutes a Servicing Advance that is otherwise reimbursable under this
Agreement; or (iii) incurred in connection with any legal action or claim
against such party resulting from any breach of a representation or warranty
made herein, any misfeasance, bad faith or negligence in the performance of, or
negligent disregard of, obligations or duties hereunder or any willful or
negligent violation of applicable law. None of the Depositor, the Master
Servicers or the Special Servicers 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
the costs of which such party is specifically required hereunder to bear, in its
opinion does not involve it in any ultimate expense or liability for which it
would not be reimbursed hereunder; provided, however, that the Depositor, a
Master Servicer or a Special Servicer may in its discretion undertake any such
action which it may reasonably deem necessary or desirable with respect to the
enforcement and/or protection of the rights and duties of the parties hereto and
the interests of the Certificateholders (or, if a Serviced Mortgage Loan Group
is involved, the rights of the Certificateholders and the related Serviced
Non-Pooled Mortgage Loan Noteholder(s) (as a collective whole)). In such event,
the legal expenses and costs of such action, and any liability resulting
therefrom, shall be expenses, costs and liabilities of the Trust, and the
Depositor, such Master Servicer or such Special Servicer, as the case may be,
shall be entitled to be reimbursed therefor from the relevant Collection
Account, as provided in Section 3.05(a), or the Distribution Account, as
provided in Section 3.05(b). Notwithstanding the foregoing, if and to the extent
that any loss, liability, cost or expense that is, pursuant to this Section
6.03(a), required to be borne by the Trust out of the Distribution Account or a
Collection Account, relates to any Serviced Mortgage Loan Group, (i) if such
Serviced Mortgage Loan Group is the Shell Plaza Loan Group, such loss,
liability, cost or expense shall be payable out of amounts on deposit in the
Shell Plaza Subordinate Note Custodial Account and shall be payable out of the
Distribution Account or a Collection Account only to the extent that amounts
recoverable on the Shell Plaza Non-Pooled Subordinate Loan shall be insufficient
to cover the portion of such loss, liability, cost or expense so payable out of
the Shell Plaza Subordinate Note Custodial Account and (ii) if such Serviced
Mortgage Loan Group includes one or more Serviced Non-Pooled Pari Passu
Companion Loans, such loss, liability, cost or expense shall be payable out of
amounts on deposit in the relevant Collection Account and the related Companion
Note Custodial Account(s) (withdrawals from those accounts to be made pro rata
according to the respective outstanding principal balances of the Pooled
Mortgage Loan and such Serviced Non-Pooled Pari Passu Companion Loan(s) included
in such Serviced Mortgage Loan Group), prior to payment from funds in the
Distribution Account or a Collection Account that are unrelated to such Serviced
Mortgage Loan Group.

          (b) In addition, none of the Master Servicers and the Special
Servicers shall have any liability with respect to, and each of the Master
Servicers and the Special Servicers shall be entitled to rely, as to the truth
of the statements made therein and the correctness of the opinions expressed
therein, on any certificates or opinions furnished to, and accepted in good
faith by, such Master Servicer or such Special Servicer, as the case may be, and
conforming to the requirements of this Agreement. Each of the Master Servicers
and the Special Servicers may rely in good faith on information provided to it
by the other parties hereto (unless the provider and the recipient of such
information are the same Person or Affiliates) and by the Borrowers and property
managers, and will have no duty to investigate or verify the accuracy thereof.
Each of the Master Servicers and the Special Servicers may rely, and shall be
protected in acting or refraining from acting upon, any resolution, officer's
certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, financial
statement, agreement, appraisal, bond or other document (in electronic or paper
format) as contemplated by and in accordance with this Agreement and reasonably
believed or in good faith believed by such Master Servicer or such Special
Servicer, as the case may be, to be genuine and to have been signed or presented
by the proper party or parties and each of them may consult with counsel, in
which case any written advice of counsel or Opinion of Counsel shall be full and
complete authorization and protection with respect to any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel. Furthermore, none of the Master Servicers and the
Special Servicers shall have any liability under this


                                     -216-
<PAGE>

Agreement for any failure of any other such Person (or any other party to this
Agreement) to perform such Person's obligations or duties hereunder.

          SECTION 6.04. Resignation of Master Servicers and Special Servicers.

          (a) Each of the Master Servicers and the Special Servicers may resign
from the obligations and duties hereby imposed on it, upon a determination that
its duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it (the other activities of such Master Servicer or such Special Servicer,
as the case may be, so causing such a conflict being of a type and nature
carried on by such Master Servicer or such Special Servicer, as the case may be,
at the date of this Agreement). Any such determination requiring the resignation
of a Master Servicer or a Special Servicer shall be evidenced by an Opinion of
Counsel to such effect which shall be delivered to the Trustee, with a copy to
the Certificate Administrator and the Controlling Class Representative (and each
affected Serviced Non-Pooled Mortgage Loan Noteholder). Unless applicable law
requires the resignation of a Master Servicer or a Special Servicer (as the case
may be) to be effective immediately, and the Opinion of Counsel delivered
pursuant to the prior sentence so states, no such resignation shall become
effective until the Trustee or other successor shall have assumed the
responsibilities and obligations of the resigning party in accordance with
Section 3.27 or Section 7.02 hereof; provided that, if no successor to such
Master Servicer or such Special Servicer, as the case may be, shall have been so
appointed and have accepted appointment within 90 days after such Master
Servicer or such Special Servicer, as the case may be, has given notice of such
resignation, the resigning Master Servicer or Special Servicer, as the case may
be, may petition any court of competent jurisdiction for the appointment of a
successor thereto.

          (b) In addition, each of the Master Servicers and the Special
Servicers shall have the right to resign at any other time, provided that (i) a
willing successor thereto (including any such successor proposed by the
resigning party) has been found that is (a) reasonably acceptable to the
Trustee, (b) solely in the case of a successor to a Master Servicer, reasonably
acceptable to the Controlling Class Representative in its discretion (unless
such successor has a master servicer rating from Fitch that is equal to or
greater than "CMS2" or such successor is the other Master Servicer), (c) solely
in the case of the Shell Plaza Special Servicer if it is a resigning Special
Servicer, acceptable to the Shell Plaza Controlling Party in its discretion and
(d) solely in the case of the General Special Servicer if it is a resigning
Special Servicer, acceptable to the Controlling Class Representative in its
discretion, (ii) the resigning party has consulted with (although, except as
provided for above, it shall not be required to have obtained the approval of)
the Controlling Class Representative with respect to the identity and quality of
its proposed successor unless such successor is the other Master Servicer, (iii)
each of the Rating Agencies confirms to the Trustee in writing that the
successor's appointment will not result in an Adverse Rating Event with respect
to any Class of Rated Certificates, (iv) the resigning party pays all costs and
expenses in connection with such transfer, and (v) the successor accepts
appointment in writing prior to the effectiveness of such resignation.

          (c) None of the Master Servicers and the Special Servicers shall be
permitted to resign except as contemplated in subsections (a) and (b) of this
Section 6.04. Consistent with the foregoing, none of the Master Servicers and
the Special Servicers shall (except in connection with any resignation thereby
permitted above in this Section 6.04 or as otherwise expressly provided herein,
including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02)
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person or delegate to, 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 a Master
Servicer or a Special Servicer are transferred to a successor thereto, the
entire amount of compensation payable to such Master Servicer (including without
limitation, in the case of the Master Servicer that is the Servicer Report
Administrator, the Servicer Report Administrator Fee) or such Special Servicer,
as the case may be, that accrues pursuant hereto from and after the date of such
transfer shall be payable to such successor, except (in the case of a Special
Servicer) to the extent provided in Section 3.11(c).

                                     -217-
<PAGE>

          SECTION 6.05. Rights of the Depositor and the Trustee in Respect of
                        the Master Servicers and the Special Servicers.

          Each of the Master Servicers and the Special Servicers shall afford
the Depositor and the Trustee, upon reasonable notice, during normal business
hours access to all records maintained by it in respect of its rights and
obligations hereunder and access to such of its officers as are responsible for
such obligations. Upon reasonable request and as reasonably related to the
performance of the obligations of the Master Servicers and the Special Servicer,
as applicable, pursuant to this Agreement, each of the Master Servicers and the
Special Servicers shall furnish the Depositor and the Trustee with its most
recent publicly available annual audited financial statements (or, if not
available, the most recent publicly available audited annual financial
statements of its corporate parent) and such other information as is publicly
available regarding its business, affairs, property and condition, financial or
otherwise. Each of the Master Servicers and the Special Servicers may affix to
any such information described in this Section 6.05 provided by it any
disclaimer it deems appropriate in its reasonable discretion. The Depositor may,
but is not obligated to, enforce the obligations of any Master Servicer or
Special Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of any Master Servicer or a
Special Servicer hereunder or exercise the rights of a Master Servicer or a
Special Servicer hereunder; provided, however, that none of the Master Servicers
and the Special Servicers 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 a Master Servicer or a Special Servicer and is not obligated to supervise the
performance of any Master Servicer or Special Servicer under this Agreement or
otherwise.

          SECTION 6.06. Master Servicers and Special Servicers May Own
                        Certificates.

          Any Master Servicer, Special Servicer or Affiliate thereof may become
the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner
with respect to) any Certificate with (except as otherwise set forth in the
definition of "Certificateholder") the same rights it would have if it were not
a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time
during which any Master Servicer, Special Servicer or Affiliate of a Master
Servicer or a Special Servicer is the Holder of (or, in the case of a Book-Entry
Certificate, Certificate Owner with respect to) any Certificate, such Master
Servicer or such Special Servicer, as the case may be, proposes to take any
action (including for this purpose, omitting to take a particular action) that
is not expressly prohibited by the terms hereof and would not, in the reasonable
judgment of such Master Servicer or such Special Servicer (as the case may be),
violate the Servicing Standard, but that, if taken, might nonetheless, in the
reasonable judgment of such Master Servicer or such Special Servicer (as the
case may be), be considered by other Persons to violate the Servicing Standard,
then such Master Servicer or such Special Servicer, as the case may be, may (but
need not) seek the approval of the Certificateholders to such action by
delivering to the Certificate Administrator (with a copy to the Trustee) a
written notice that (a) states that it is delivered pursuant to this Section
6.06, (b) identifies the Percentage Interest in each Class of Certificates
beneficially owned by such Master Servicer or such Special Servicer, as the case
may be, or by an Affiliate thereof and (c) describes in reasonable detail the
action that such Master Servicer or such Special Servicer, as the case may be,
proposes to take. The Certificate Administrator, upon receipt of such notice,
shall forward it to the Certificateholders (other than such Master Servicer and
its Affiliates or such Special Servicer and its Affiliates, as appropriate),
together with a request for approval by the Certificateholders of each such
proposed action. If at any time Certificateholders holding greater than 50% of
the Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by such Master Servicer or its Affiliates or
such Special Servicer or its Affiliates, as the case may be) shall have
consented in writing (with a copy to each related Serviced Non-Pooled Mortgage
Loan Noteholder, if a Serviced Mortgage Loan Group is involved) to the proposal
described in the written notice, and if such Master Servicer or such Special
Servicer, as the case may be, shall act as proposed in the written notice, such
action shall be deemed to comply with the Servicing Standard. The Certificate
Administrator shall be entitled to reimbursement from the subject Master
Servicer or the subject Special Servicer, as applicable, for the reasonable
expenses of the Certificate Administrator incurred pursuant to this paragraph.
It is not the intent of the foregoing provision that any Master Servicer or
Special Servicer be permitted to invoke the procedure set forth herein with
respect to routine servicing matters arising hereunder, but rather in the case
of unusual circumstances.

                                     -218-
<PAGE>

                                   ARTICLE VII


                                     DEFAULT


          SECTION 7.01. Events of Default.

          (a) "Event of Default", wherever used herein, means any one of the
following events:

               (i) with respect to a Master Servicer, any failure by such Master
     Servicer to deposit into the Collection Account maintained by such Master
     Servicer or (if it is the applicable Master Servicer for a Serviced
     Mortgage Loan Group) related Companion Note Custodial Account or the Shell
     Plaza Subordinate Note Custodial Account (if any) or any , as applicable,
     any amount required to be so deposited under this Agreement, which failure
     continues unremedied for one Business Day following the date on which such
     deposit was first required to be made; or

               (ii) with respect to a Special Servicer, any failure by such
     Special Servicer to deposit into the REO Account maintained by it or to
     deposit, or remit to either Master Servicer for deposit, into a Collection
     Account, a Companion Note Custodial Account and/or the Shell Plaza
     Subordinate Note Custodial Account, as applicable, any amount required to
     be so deposited or remitted under this Agreement, which failure continues
     unremedied for one Business Day following the date on which such deposit or
     remittance, as the case may be, was first required to be made; or

               (iii) any failure by a Master Servicer to remit to the
     Certificate Administrator for deposit into the Distribution Account, on any
     P&I Advance Date, the full amount of P&I Advances required to be made by
     such Master Servicer on such date or, on any Master Servicer Remittance
     Date, the full amount of the Master Servicer Remittance Amount and any
     Compensating Interest Payment required to be remitted by such Master
     Servicer on such date, which failure continues unremedied until 9:00 a.m.
     (New York City time) on the related Distribution Date; provided, however,
     that if a Master Servicer fails to make any deposit contemplated by this
     Section 7.01(a)(iii), including any P&I Advance, which deposit is required
     to be made by such Master Servicer on any P&I Advance Date or Master
     Servicer Remittance Date (without regard to any grace period), then such
     Master Servicer shall pay to the Certificate Administrator, for the account
     of the Certificate Administrator, interest on such late remittance at the
     Reimbursement Rate from and including such P&I Advance Date or such Master
     Servicer Remittance Date to but excluding the related Distribution Date; or

               (iv) any failure by a Master Servicer to timely make any
     Servicing Advance required to be made by it hereunder, which Servicing
     Advance remains unmade for a period of one Business Day following the date
     on which notice shall have been given to such Master Servicer by the
     Trustee as provided in Section 3.11(f); or

               (v) any failure by a Special Servicer to timely make (or request
     the applicable Master Servicer to make) any Servicing Advance required to
     be made by it hereunder, which Servicing Advance remains unmade for a
     period of one Business Day following the date on which notice has been
     given to such Special Servicer by the Trustee as provided in Section
     3.11(f); or

               (vi) any failure on the part of a Master Servicer or a Special
     Servicer duly to observe or perform in any material respect any other of
     the covenants or agreements on the part of such Master Servicer or such
     Special Servicer, as the case may be, 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 such Master Servicer or such Special Servicer, as
     the case may be, by any other party hereto or to such Master Servicer or
     such Special Servicer, as the case may be, with a copy to each other party
     hereto, or by the Holders of Certificates entitled to at least 25% of the
     Voting Rights or, if affected by the failure, by the Shell


                                     -219-
<PAGE>

     Plaza Subordinate Noteholder; provided, however, that, with respect to any
     such failure that is not curable within such 30-day period, such Master
     Servicer or such Special Servicer, as the case may be, shall have an
     additional cure period of 60 days to effect such cure so long as such
     Master Servicer or such Special Servicer, as the case may be, has commenced
     to cure such failure within the initial 30-day period and has provided the
     Trustee with an Officer's Certificate certifying that it has diligently
     pursued, and is continuing to pursue, a full cure; or

               (vii) any breach on the part of a Master Servicer or a Special
     Servicer of any representation or warranty contained in this Agreement that
     materially and adversely affects the interests of any Class of
     Certificateholders or the Shell Plaza Non-Pooled Subordinate Noteholder 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 such Master Servicer or such Special Servicer, as the case may be,
     by any other party hereto or to such Master Servicer or such Special
     Servicer, as the case may be, with a copy to each other party hereto, or by
     the Holders of Certificates entitled to at least 25% of the Voting Rights
     or, if affected by such breach, the Shell Plaza Non-Pooled Subordinate
     Noteholder; provided, however, that, with respect to any such breach that
     is not curable within such 30-day period, such Master Servicer or such
     Special Servicer, as the case may be, shall have an additional cure period
     of 60 days to effect such cure so long as such Master Servicer or such
     Special Servicer, as the case may be, has commenced to cure such breach
     within the initial 30-day period and has provided the Trustee with an
     Officer's Certificate certifying that it has diligently pursued, and is
     continuing to pursue, a full cure; or

               (viii) 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 a
     Master Servicer or a Special Servicer and such decree or order shall have
     remained in force undischarged, undismissed or unstayed for a period of 60
     days; or

               (ix) a Master Servicer or a Special Servicer shall consent to the
     appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings of or relating to it or of
     or relating to all or substantially all of its property; or

               (x) a Master Servicer or a Special Servicer shall admit in
     writing its inability to pay its debts generally as they become due, file a
     petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, voluntarily suspend payment of its obligations, or take any
     association or company action in furtherance of the foregoing; or

               (xi) a Master Servicer or a Special Servicer receives actual
     knowledge that Moody's has (A) qualified, downgraded or withdrawn its
     rating or ratings of one or more Classes of Certificates, or (B) placed one
     or more Classes of Certificates on "watch status" in contemplation of
     possible rating downgrade or withdrawal (and such "watch status" placement
     shall not have been withdrawn by Moody's within 90 days of such actual
     knowledge by the applicable Master Servicer or the applicable Special
     Servicer, as the case may be), and, in case of either of clause (A) or (B),
     citing servicing concerns with such Master Servicer or such Special
     Servicer as the sole or a material factor in such rating action; or

               (xii) both (A) the Trustee receives notice from Fitch to the
     effect that the continuation of a Master Servicer or a Special Servicer in
     its respective capacity as such would result in the downgrade or withdrawal
     of any rating then assigned by Fitch to any Class of Rated Certificates and
     (B) such notice is not withdrawn, terminated or rescinded within 90 days
     following the Trustee's receipt of such notice; or

                                     -220-
<PAGE>

               (xiii) any failure by the applicable Master Servicer to timely
     make any payment required to be made by it hereunder to the Shell Plaza
     Non-Pooled Subordinate Noteholder.

          When a single entity acts as two or more of the capacities of the
Master Servicers and the Special Servicers, an Event of Default (other than an
event described in clauses (xi), (xii) and (xiii) above) in one capacity shall
constitute an Event of Default in both or all such capacities.

          (b) If any Event of Default with respect to any Master Servicer or
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
Trustee may, and at the written direction of either the Holders of Certificates
entitled to not less than 25% of the Voting Rights or (alternatively, but solely
in the case of a Special Servicer) the Controlling Class Representative (but, if
the Shell Plaza Special Servicer is the Defaulting Party and a Shell Plaza
Change of Control Event has not occurred or is not continuing, then only the
Shell Plaza Non-Pooled Subordinate Noteholder (and neither such Holders nor the
Controlling Representative) shall have the right to give such direction), the
Trustee shall (subject to applicable bankruptcy or insolvency law in the case of
clauses (viii) through (x) of Section 7.01(a)), 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 Trust Fund (other than
as a Holder of any Certificate). From and after the receipt by the Defaulting
Party of such written notice, all of the responsibilities, duties, authority and
power of the Defaulting Party under this Agreement, whether with respect to the
Certificates, the Mortgage Loans or otherwise (other than as a Holder of any
Certificate or as a Serviced Non-Pooled Mortgage Loan Noteholder, if
applicable), 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 (provided, however, that each of the Master
Servicers and the Special Servicers shall, if terminated pursuant to this
Section 7.01(b), continue to be obligated to pay and 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 members, managers, directors, officers, employees and agents shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Each of the Master Servicers and the Special Servicers agrees
that, if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than 20 days subsequent to its receipt of the notice
of termination) provide the Trustee with all documents and records requested
thereby to enable the Trustee to assume the functions hereunder of such Master
Servicer or such Special Servicer, as the case may be, and shall otherwise
cooperate with the Trustee in effecting the termination of the rights and
responsibilities hereunder of such Master Servicer or such Special Servicer, as
the case may be, including the transfer within five Business Days to the Trustee
for administration by it of all cash amounts that at the time are or should have
been credited by a Master Servicer to its Collection Account, the Shell Plaza
Subordinate Note Custodial Account (if such Master Servicer is the applicable
Master Servicer for the Shell Plaza Loan Group) or any Companion Note Custodial
Account (if such Master Servicer is the applicable Master Servicer for the
related Serviced Mortgage Loan Group), the Distribution Account or any Servicing
Account or Reserve Account held by it (if it is the Defaulting Party) or by the
Special Servicer to its REO Account, a Collection Account, the Shell Plaza
Subordinate Note Custodial Account, any Companion Note Custodial Account or any
Servicing Account or Reserve Account held by it (if it is the Defaulting Party)
or that are thereafter received by or on behalf of it with respect to any
Mortgage Loan or REO Property (provided, however, that if any Master Servicer or
Special Servicer is terminated pursuant to this Section 7.01(b), such Master
Servicer or such Special Servicer, as the case may be, shall continue to be
obligated to pay and 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 members, managers, directors,
officers, employees and agents shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination). Any costs or expenses
(including those of any other party hereto) incurred in connection with any
actions to be taken by a terminated Master Servicer or Special Servicer pursuant
to this paragraph shall be borne by such Master Servicer or such Special
Servicer, as the case may be


                                     -221-
<PAGE>

(and, in the case of the Trustee's costs and expenses, if not paid within a
reasonable time, shall be borne by the Trust out of the Collection Account).

          If an Event of Default on the part of the Master Servicer for the
Shell Plaza Loan Group occurs and affects the Shell Plaza Non-Pooled Subordinate
Loan and such Master Servicer is not terminated pursuant to the provisions set
forth above, then notwithstanding that the Event of Default may be waived by the
Certificateholders, the Shell Plaza Non-Pooled Subordinate Noteholder shall be
entitled to require the Master Servicer to appoint a Sub-Servicer that will be
responsible for servicing the Shell Plaza Loan Group.

          (c) Notwithstanding Section 7.01(b) of this Agreement, if a Master
Servicer receives a notice of termination solely due to an Event of Default
under Section 7.01(a)(xi) or (xii) and the terminated Master Servicer provides
the Trustee with the appropriate "request for proposal" materials within the
five (5) Business Days after such termination, then such Master Servicer shall
continue to serve as Master Servicer and the Trustee shall promptly thereafter
(using such "request for proposal" materials provided by the terminated Master
Servicer) solicit good faith bids for the rights to master service the Mortgage
Loans under this Agreement for which the terminated Master Servicer is the
applicable Master Servicer from at least three (3) Persons qualified to act as
successor Master Servicer hereunder in accordance with Section 6.02 and Section
7.02 for which the Trustee has received written confirmation from each Rating
Agency that the appointment of such person would not result in the downgrade,
withdrawal or qualification of a current rating on any of the Rated Certificates
(any such Person so qualified, a "Qualified Bidder") or, if three (3) Qualified
Bidders cannot be located, then from as many Persons as the Trustee can
determine are Qualified Bidders; provided, however, that (i) at the Trustee's
request, the terminated Master Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids; (ii) prior to making such
solicitation, the Trustee or, upon request of the Trustee, the terminated Master
Servicer, shall have consulted with (although it shall not be required to have
obtained the approval of) the Controlling Class Representative with respect to
the identity and quality of each of the Persons from whom the Trustee is to
solicit bids; and (iii) the Trustee shall not be responsible if less than three
(3) or no Qualified Bidders submit bids for the right to master service the
subject Mortgage Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into
this Agreement as successor Master Servicer with respect to the applicable
Mortgage Loans, and to agree to be bound by the terms hereof, within forty-five
(45) days after the receipt by the applicable Master Servicer of a notice of
termination. The Trustee shall solicit bids (i) on the basis of such successor
Master Servicer retaining all applicable Sub-Servicers to continue the primary
servicing of the applicable Serviced Mortgage Loans pursuant to the terms of the
respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement
with the terminated Master Servicer to service each of the Serviced Mortgage
Loans for which it was the applicable Master Servicer and not subject to a
Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to, for each
Serviced Mortgage Loan serviced, the excess of the related Master Servicing Fee
Rate minus the sum of two basis points and the related Excess Servicing Fee Rate
(each, a "Servicing-Retained Bid") and (ii) on the basis of terminating each
applicable Sub-Servicing Agreement and each applicable Sub-Servicer (other than
a Designated Sub-Servicer and its Sub-Servicing Agreement) that it is permitted
to terminate in accordance with Section 3.22 and having no obligation to enter
into a Sub-Servicing Agreement with the terminated Master Servicer (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with
the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the "Successful Bidder") to act as successor Master Servicer
hereunder. The Trustee shall direct the Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Master Servicer as contemplated above), no later
than forty-five (45) days after the termination of the terminated Master
Servicer.

          (d) Upon the assignment and acceptance of the applicable master
servicing (including, in the case of an assignment of the rights of PAR or any
successor thereto as a Master Servicer, the servicer report administrative)
rights hereunder to and by the Successful Bidder, the Trustee shall remit or
cause to be remitted to the terminated Master Servicer the amount of such cash
bid received from the Successful Bidder (net of "out-of-pocket" expenses
incurred in connection with obtaining such bid and transferring servicing).

                                     -222-
<PAGE>

          (e) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within forty-five (45) days after the related Master
Servicer received a notice of termination or no Successful Bidder was identified
within such forty-five (45) day period, the terminated Master Servicer shall
reimburse the Trustee for all reasonable "out-of-pocket" expenses incurred by
the Trustee in connection with such bid process and the Trustee shall have no
further obligations under this Section 7.01(c). The Trustee thereafter may act
or may select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

          SECTION 7.02. Trustee to Act; Appointment of Successor.

          On and after the time any Master Servicer or Special Servicer resigns
pursuant to Section 6.04(a) or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, subject to Section 3.27, be the successor in
all respects to such Master Servicer or such Special Servicer, as the case may
be, in its capacity as such under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto and arising thereafter placed on such Master
Servicer or such Special Servicer, as the case may be, by the terms and
provisions hereof, including, if a Master Servicer is the resigning or
terminated party, such Master Servicer's obligation to make Advances; provided,
however, that (i) any failure to perform such duties or responsibilities caused
by the failure of such Master Servicer or such Special Servicer, as the case may
be, to cooperate or to provide information or monies as required by Section 7.01
shall not be considered a default by the Trustee hereunder and (ii) in the case
of a terminated Master Servicer, the Trustee shall cease to act as successor
Master Servicer if an alternative successor is appointed pursuant to Section
7.01(c). 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 or 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, if it is unwilling to so act, the Trustee may (and, if it is unable
to so act, or if the Trustee is not approved as an acceptable master servicer or
special servicer, as the case may be, by each Rating Agency, or if the Holders
of Certificates entitled to a majority of all the Voting Rights or the
Controlling Class Representative or (solely in the case of the Shell Plaza
Special Servicer) the Shell Plaza Controlling Party so request(s) in writing,
the Trustee shall), subject to Section 3.25(f), promptly appoint, or petition a
court of competent jurisdiction to appoint, any established and qualified
institution as the successor to the resigning or terminated Master Servicer or
Special Servicer, as the case may be, hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of such Master Servicer or
such Special Servicer, as the case may be, hereunder; provided, however, that
(i) such appointment does not result in an Adverse Rating Event with respect to
any Class of Rated Certificates (as confirmed in writing to the Trustee by each
Rating Agency); (ii) if such successor (in the case of a successor (other if the
other Master Servicer is such successor) to a resigning or terminated Master
Servicer) has a master servicer rating from Fitch that is lower than "CMS2",
such successor is reasonably acceptable to the Controlling Class Representative
and, if such successor (other than if such successor is the other Master
Servicer) has a master servicer rating from Fitch that is "CMS2" or above, the
Controlling Class Representative shall have been consulted with respect to the
identity of (although it need not have approved) such successor and (iii) in the
case of the Shell Plaza Special Servicer, such successor is acceptable to the
Shell Plaza Controlling Party in its sole discretion. No appointment of a
successor to any Master Servicer or Special Servicer hereunder shall be
effective until the assumption by such successor of all its responsibilities,
duties and liabilities hereunder, and pending such appointment and assumption,
the Trustee shall act in such capacity as hereinabove provided. In connection
with any such appointment and assumption, the Trustee may make such arrangements
for the compensation of such successor out of payments on 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.

          If the Trustee or an Affiliate acts pursuant to this Section 7.02 as
successor to the resigning or terminated Master Servicer, it may reduce such
Master Servicer's Excess Servicing Fee Rate to the extent that its or such
Affiliate's compensation as successor Master Servicer would otherwise be below
the market rate servicing compensation. If the


                                     -223-
<PAGE>

Trustee elects to appoint a successor to the resigning or terminated Master
Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may
reduce such Master Servicer's Excess Servicing Fee Rate to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to appoint a
qualified successor Master Servicer that meets the requirements of this Section
7.02.

          SECTION 7.03. Notification to Certificateholders.

          (a) Upon any resignation of a Master Servicer or Special Servicer
pursuant to Section 6.04, any termination of a Master Servicer or Special
Servicer pursuant to Section 7.01, any appointment of a successor to a Master
Servicer or Special Servicer pursuant to Section 6.02, 6.04 or 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
3.27, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Serviced Non-Pooled Mortgage Loan Noteholder.

          (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 a Responsible Officer of
the Trustee has actual knowledge of the occurrence of such an event, the Trustee
shall transmit by mail to the Depositor and all Certificateholders notice of
such occurrence, unless such default shall have been cured.

          SECTION 7.04. Waiver of Events of Default.

          The Holders of Certificates representing at least 66-2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default; provided that an Event of
Default under clause (i), clause (ii), clause (iii), clause (xi) or clause (xii)
of Section 7.01(a) may be waived only by all of the Certificateholders of the
affected Classes. Upon any such waiver of an Event of Default, and payment to
the Trustee and the Certificate Administrator of all reasonable costs and
expenses incurred by the Trustee and the Certificate Administrator in connection
with such default prior to its waiver (which costs shall be paid by the party
requesting such waiver), such Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other Event of Default or impair any right
consequent thereon except to the extent expressly so waived. Notwithstanding any
other provisions of this Agreement, for purposes of waiving any Event of Default
pursuant to this Section 7.04, Certificates registered in the name of the
Depositor or any Affiliate of the Depositor shall be entitled to the same Voting
Rights with respect to the matters described above as they would if registered
in the name of any other Person.

          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 (exercisable subject to Section
8.01(a)), in its own name and as trustee of an express trust and (in the case of
any matter affecting a Serviced Mortgage Loan Group) on behalf of the related
Serviced Non-Pooled Mortgage Loan Noteholder(s), to take all actions now or
hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders and such noteholder(s) (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.

                                     -224-
<PAGE>

                                  ARTICLE VIII


            THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR
                            AND THE TAX ADMINISTRATOR


          SECTION 8.01. Duties of the Trustee, the Custodian, the Certificate
                        Administrator and the Tax Administrator.

          (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. Any permissive right of the Trustee contained in this
Agreement shall not be construed as a duty. The Trustee, the Custodian, the
Certificate Administrator and the Tax Administrator shall be liable in
accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Trustee, the Custodian, the
Certificate Administrator and the Tax Administrator.

          (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, the Custodian, the Certificate Administrator or the Tax Administrator,
as applicable, 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), the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator, as
applicable, shall examine them to determine whether they conform to the
requirements of this Agreement. If any such instrument is found not to conform
to the requirements of this Agreement in a material manner, the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator, as
applicable, shall take such action as it deems appropriate to have the
instrument corrected. The Trustee, the Custodian, the Certificate Administrator
or the Tax Administrator, as applicable, shall not be responsible or liable for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, a Master
Servicer, a Special Servicer, any actual or prospective Certificateholder or
Certificate Owner or any Rating Agency, and accepted by the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator in good faith,
pursuant to this Agreement.

          (c) No provision of this Agreement shall be construed to relieve the
Trustee, the Tax Administrator or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own
willful misconduct; provided, however, that:

               (i) Prior to the occurrence of an Event of Default, and after the
     curing or waiver of all Events of Default which may have occurred, the
     duties and obligations of the Trustee shall be determined solely by the
     express provisions of this Agreement, the Trustee shall not be liable
     except for the performance of such duties and obligations as are
     specifically set forth in this Agreement, no implied covenants or
     obligations shall be read into this Agreement against the Trustee.

               (ii) In the absence of bad faith on the part of the Trustee, the
     Certificate Administrator or the Tax Administrator, the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, 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, the Certificate Administrator or the Tax Administrator, as
     applicable, and conforming to the requirements of this Agreement.

               (iii) None of the Trustee, the Certificate Administrator or the
     Tax Administrator shall be liable for an error of judgment made in good
     faith by a Responsible Officer or Responsible Officers of such entity
     unless it shall be proved that such entity was negligent in ascertaining
     the pertinent facts.

                                     -225-
<PAGE>

               (iv) The Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by the Trustee, in good faith in
     accordance with the terms of this Agreement and 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.

               (v) Neither the Certificate Administrator nor the Trustee shall
     be required to take action with respect to, or be deemed to have notice or
     knowledge of, any default or Event of Default (other than an Event of
     Default under Section 7.01(a)(xi) or (xii)) or a Master Servicer's failure
     to deliver any monies, including P&I Advances, or to provide any report,
     certificate or statement, to the Trustee, the Certificate Administrator or
     the Tax Administrator, as applicable, when required pursuant to this
     Agreement) unless a Responsible Officer of the Trustee or the Certificate
     Administrator shall have received written notice or otherwise have actual
     knowledge thereof. Otherwise, the Trustee and the Certificate Administrator
     may conclusively assume that there is no such default or Event of Default.

               (vi) Subject to the other provisions of this Agreement, and
     without limiting the generality of this Section 8.01, none of the Trustee,
     the Certificate Administrator or the Tax Administrator shall have any duty,
     except, in the case of the Trustee, as expressly provided in Section
     2.01(c) or Section 2.01(e) or in its capacity as successor to a Master
     Servicer or a Special Servicer, (A) to cause any recording, filing, or
     depositing of this Agreement or any agreement referred to herein or any
     financing statement or continuation statement evidencing a security
     interest, or to cause the maintenance of any such recording or filing or
     depositing or to any re-recording, refiling or redepositing of any thereof,
     (B) to cause the maintenance of any insurance, (C) to confirm or verify the
     truth, accuracy or contents of any reports or certificates of either Master
     Servicer, either Special Servicer, any actual or prospective or any
     Certificateholder or Certificate Owner or any Rating Agency, delivered to
     the Trustee, the Certificate Administrator or the Tax Administrator
     pursuant to this Agreement reasonably believed by the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, to be
     genuine and without error and to have been signed or presented by the
     proper party or parties, (D) subject to Section 10.01(f), to see to the
     payment or discharge of any tax levied against any part of the Trust Fund
     other than from funds available in the Collection Accounts or the
     Distribution Account, and (E) to see to the payment of any assessment or
     other governmental charge or any lien or encumbrance of any kind owing with
     respect to, assessed or levied against, any part of the Trust Fund other
     than from funds available in a Collection Account or the Distribution
     Account (provided that such assessment, charge, lien or encumbrance did not
     arise out of the Trustee's, the Certificate Administrator's or the Tax
     Administrator's, as applicable, willful misfeasance, bad faith or
     negligence).

               (vii) For as long as the Person that serves as the Trustee, the
     Certificate Administrator or the Tax Administrator hereunder also serves as
     Custodian and/or Certificate Registrar, the protections, immunities and
     indemnities afforded to that Person in its capacity as Trustee, Certificate
     Administrator or Tax Administrator, as applicable, hereunder shall also be
     afforded to such Person in its capacity as Custodian and/or Certificate
     Registrar, as the case may be.

               (viii) If the same Person is acting in two or more of the
     capacities of Trustee, Certificate Administrator, Tax Administrator,
     Custodian or Certificate Registrar, then any notices required to be given
     by such Person in one such capacity shall be deemed to have been timely
     given to itself in any other such capacity.

          SECTION 8.02. Certain Matters Affecting the Trustee, the Certificate
                        Administrator and the Tax Administrator.

          Except as otherwise provided in Section 8.01:

                                     -226-
<PAGE>

               (i) the Trustee, the Certificate Administrator and the Tax
     Administrator, may each 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 without error
     and to have been signed or presented by the proper party or parties;

               (ii) the Trustee, the Certificate Administrator and the Tax
     Administrator may each consult with counsel and any written advice or
     opinion 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, unless such
     Certificateholders shall have provided to the Trustee reasonable security
     or indemnity against the costs, expenses and liabilities which may be
     incurred therein or thereby satisfactory to the Trustee, in its reasonable
     discretion; none of the Trustee, the Fiscal Agent, the Certificate
     Administrator or the Tax Administrator shall be required to expend or risk
     its own funds (except to pay expenses that could reasonably be expected to
     be incurred in connection with the performance of its normal duties) 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; provided, however, that nothing contained herein shall relieve the
     Trustee of the obligation, upon the occurrence of an Event of Default which
     has not been waived or 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) none of the Trustee, the Fiscal Agent appointed thereby, the
     Certificate Administrator or the Tax Administrator shall 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 and after the
     waiver or curing of all 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 an indemnity satisfactory to the
     Trustee, in its reasonable discretion, against such expense or liability as
     a condition to taking any such action;

               (vi) except as contemplated by Section 8.06 and, with respect to
     the Trustee alone, Section 8.14, none of the Trustee, the Certificate
     Administrator or the Tax Administrator shall be required to give any bond
     or surety in respect of the execution of the trusts created hereby or the
     powers granted hereunder;

               (vii) the Trustee may execute any of the trusts or powers vested
     in it by this Agreement, and the Certificate Administrator and the Tax
     Administrator may each perform any of their respective duties hereunder,
     either directly or by or through the Custodian or other agents or
     attorneys-in-fact, provided that the use of the Custodian or other agents
     or attorneys-in-fact shall not be deemed to relieve the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, of any
     of its duties and obligations hereunder (except as expressly set forth
     herein);

                                     -227-
<PAGE>

               (viii) none of the Trustee, the Fiscal Agent appointed thereby,
     the Certificate Administrator or the Tax Administrator shall be responsible
     for any act or omission of a Master Servicer or a Special Servicer (unless,
     in the case of the Trustee, it is acting as a Master Servicer or a Special
     Servicer, as the case may be) or of the Depositor; and

               (ix) neither the Trustee nor the Certificate Registrar shall have
     any obligation or duty to monitor, determine or inquire as to compliance
     with any restriction on transfer imposed under Article V under this
     Agreement or under applicable law with respect to any transfer of any
     Certificate or any interest therein, other than to require delivery of the
     certification(s) and/or Opinions of Counsel described in said Article
     applicable with respect to changes in registration or record ownership of
     Certificates in the Certificate Register and to examine the same to
     determine substantial compliance with the express requirements of this
     Agreement; and the Trustee and the Certificate Registrar shall have no
     liability for transfers, including transfers made through the book-entry
     facilities of the Depository or between or among Depository Participants or
     beneficial owners of the Certificates, made in violation of applicable
     restrictions except for its failure to perform its express duties in
     connection with changes in registration or record ownership in the
     Certificate Register.

          SECTION 8.03. Trustee, the Fiscal Agent, the Certificate Administrator
                        and the Tax Administrator not Liable for Validity or
                        Sufficiency of Certificates or Mortgage Loans.

          The recitals contained herein and in the Certificates (other than the
statements attributed to, and the representations and warranties of, the
Trustee, the Fiscal Agent, the Certificate Administrator and/or the Tax
Administrator in Article II, and the signature of the Certificate Registrar set
forth on each outstanding Certificate) shall not be taken as the statements of
the Trustee, the Fiscal Agent, the Certificate Administrator or the Tax
Administrator, and none of the Trustee, the Fiscal Agent, the Certificate
Administrator or the Tax Administrator assumes any responsibility for their
correctness. None of the Trustee, the Fiscal Agent, the Certificate
Administrator or the Tax Administrator makes any representation as to the
validity or sufficiency of this Agreement (except as regards the enforceability
of this Agreement against it) or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related
document. None of the Trustee, the Fiscal Agent, the Certificate Administrator
or the Tax Administrator shall be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Pooled Mortgage Loans to the Trust, or any
funds (other than with respect to any funds held by the Certificate
Administrator) deposited in or withdrawn from the Collection Account or any
other account by or on behalf of the Depositor, a Master Servicer or a Special
Servicer (unless, in the case of the Trustee, it is acting in such capacity).
None of the Trustee, the Fiscal Agent, the Certificate Administrator or the Tax
Administrator shall be responsible for the legality or validity of this
Agreement (other than insofar as it relates to the obligations of the Trustee,
the Fiscal Agent, the Certificate Administrator or the Tax Administrator, as the
case may be, hereunder) or the validity, priority, perfection or sufficiency of
any security, lien or security interest granted to it hereunder or the filing of
any financing statements or continuation statements, except to the extent set
forth in Section 2.01(c) and Section 2.01(e) or to the extent the Trustee is
acting as a Master Servicer or a Special Servicer and such Master Servicer or
such Special Servicer, as the case may be, would be so responsible hereunder.
Except as contemplated by Section 11.02(a), none of the Trustee, the Certificate
Administrator or the Tax Administrator shall be required to record this
Agreement.

          SECTION 8.04. Trustee, Fiscal Agent, Certificate Administrator and Tax
                        Administrator May Own Certificates.

          The Trustee (in its individual or any other capacity), the Fiscal
Agent, the Certificate Administrator or the Tax Administrator or any of their
respective Affiliates 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, such Fiscal Agent, the
Certificate Administrator or the Tax Administrator or one of their Affiliates,
as the case may be.

                                     -228-
<PAGE>

          SECTION 8.05. Fees and Expenses of the Trustee, the Certificate
                        Administrator and the Tax Administrator; Indemnification
                        of and by the Trustee, the Certificate Administrator,
                        the Tax Administrator and Fiscal Agent.

          (a) On each Distribution Date, the Certificate Administrator shall
withdraw from the Distribution Account, out of general collections on the Pooled
Mortgage Loans and REO Properties on deposit therein, prior to any distributions
to be made therefrom to Certificateholders on such date, and pay to the Trustee
all Trustee Fees and to the Servicer Report Administrator all Servicer Report
Administrator Fees, in each case earned in respect of the Pooled Mortgage Loans
and any successor REO Pooled Mortgage Loans through the end of the then most
recently ended calendar month as compensation for all services rendered by the
Trustee and the Servicer Report Administrator, respectively, hereunder. As to
each Pooled Mortgage Loan and REO Pooled Mortgage Loan, the Trustee Fee and the
Servicer Report Administrator Fee shall accrue during each calendar month,
commencing with June 2004, at the Trustee Fee Rate and the Servicer Report
Administrator Fee Rate, respectively, on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may
be, immediately following the Distribution Date in such calendar month (or, in
the case of June 2004, on a principal amount equal to the Cut-off Date Principal
Balance of the particular Mortgage Loan). The Trustee Fee and the Servicer
Report Administrator Fee accrued during each calendar month shall be payable in
the next succeeding calendar month. With respect to each Pooled Mortgage Loan
and REO Pooled Mortgage Loan, the Trustee Fee and the Servicer Report
Administrator Fee shall be calculated on the same Interest Accrual Basis as is
applicable to the accrual or deemed accrual of interest on such Mortgage Loan or
REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), the Certificate Administrator Fee and the Tax Administrator Fee
shall constitute the sole compensation of the Trustee, the Certificate
Administrator and the Tax Administrator, respectively, for such services to be
rendered by it. The Trustee shall be responsible for the payment of the
Certificate Administrator Fee and the Tax Administrator Fee.

          Notwithstanding the prior paragraph, if and to the extent that any
loss, liability, cost or expense that is, pursuant to the prior paragraph,
required to be borne by the Trust out of the Distribution Account or a
Collection Account, relates to any Mortgage Loan that is part of a Serviced
Mortgage Loan Group, (i) if such Serviced Mortgage Loan Group is the Shell Plaza
Loan Group, such loss, liability, cost or expense shall instead be payable out
of amounts on deposit in the Shell Plaza Subordinate Note Custodial Account and
shall be payable out of the Distribution Account or a Collection Account only to
the extent that amounts recoverable on the Shell Plaza Non-Pooled Subordinate
Loan shall be insufficient to cover the portion of such loss, liability, cost or
expense so payable out of the Shell Plaza Subordinate Note Custodial Account and
(ii) if such Serviced Mortgage Loan Group includes one or more Serviced
Non-Pooled Pari Passu Companion Loans, such loss, liability, cost or expense
shall be payable out of amounts on deposit in the relevant Collection Account
and the related Companion Note Custodial Account(s) (withdrawals from those
accounts to be made pro rata according to the respective outstanding principal
balances of the Pooled Mortgage Loan and such Serviced Non-Pooled Pari Passu
Companion Loan(s) included in such Serviced Mortgage Loan Group), prior to
payment from funds in the Distribution Account or a Collection Account that are
unrelated to such Serviced Mortgage Loan Group.

          (b) The Trustee, the Certificate Administrator, the Fiscal Agent and
the Tax Administrator and any of their respective directors, officers,
employees, agents or affiliates are entitled to be indemnified and held harmless
out of the Collection Accounts and/or the Distribution Account, as and to the
extent provided in Section 3.05, for and against any loss, liability, claim or
expense (including costs and expenses of litigation, and of investigation,
reasonable counsel fees, damages, judgments and amounts paid in settlement)
arising out of, or incurred in connection with, this Agreement, the
Certificates, the Mortgage Loans (unless, in the case of the Trustee, it incurs
any such expense or liability in the capacity of successor to a Master Servicer
or a Special Servicer (as the case may be), in which case such expense or
liability will be reimbursable thereto in the same manner as it would be for any
other Master Servicer or Special Servicer, as the case may be) or any act or
omission of the Trustee, the Certificate Administrator or the Tax Administrator
relating to the exercise and performance of any of the rights and duties of the
Trustee, the Certificate Administrator or the Tax Administrator hereunder;
provided, however, that none of the Trustee, the Certificate Administrator or
the Tax Administrator shall be entitled to indemnification pursuant to this
Section 8.05(b) for (1) allocable overhead, such as costs


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for office space, office equipment, supplies and related expenses, employee
salaries and related expenses and similar internal costs and expenses, (2) any
cost or expense that does not constitute an "unanticipated expense" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (3) any expense or
liability specifically required to be borne thereby pursuant to the terms hereof
or (4) any loss, liability, claim or expense incurred by reason of any breach on
the part of the Trustee, the Fiscal Agent, the Certificate Administrator or the
Tax Administrator of any of their respective representations, warranties or
covenants contained herein or any willful misconduct, bad faith, fraud or
negligence in the performance of, or negligent disregard of, the Trustee's, the
Fiscal Agent's, the Certificate Administrator's or the Tax Administrator's
obligations and duties hereunder.

          (c) The Master Servicers and the Special Servicers each shall
indemnify the Trustee, the Certificate Administrator, the Tax Administrator and
the Fiscal Agent for and hold each of them harmless against any loss, liability,
claim or expense that is a result of such Master Servicer's or such Special
Servicer's, as the case may be, negligent acts or omissions in connection with
this Agreement, including the negligent use by such Master Servicer or such
Special Servicer, as the case may be, of any powers of attorney delivered to it
by the Trustee pursuant to the provisions hereof and the Mortgage Loans serviced
by such Master Servicer or such Special Servicer, as the case may be; provided,
however, that, if the Trustee, the Certificate Administrator or the Tax
Administrator has been reimbursed for such loss, liability, claim or expense
pursuant to Section 8.05(b), or the Fiscal Agent has been reimbursed for such
loss, liability, claim or expense pursuant to Section 8.13, then the indemnity
in favor of such Person provided for in this Section 8.05(c) with respect to
such loss, liability, claim or expense shall be for the benefit of the Trust.

          (d) Each of the Trustee, the Certificate Administrator, the Tax
Administrator and the Fiscal Agent shall indemnify each of the Master Servicers
and the Special Servicers for and hold each of them harmless against any loss,
liability, claim or expense that is a result of the Trustee's, the Certificate
Administrator's, the Tax Administrator's or such Fiscal Agent's, as the case may
be, negligent acts or omissions in connection with this Agreement; provided,
however, that if a Master Servicer or Special Servicer has been reimbursed for
such loss, liability, claim or expense pursuant to Section 6.03, then the
indemnity in favor of such Person otherwise provided for in this Section 8.05(d)
with respect to such loss, liability, claim or expense shall be for the benefit
of the Trust.

          (e) This Section 8.05 shall survive the termination of this Agreement
or the resignation or removal of the Trustee, the Certificate Administrator, the
Tax Administrator, the Fiscal Agent, either Master Servicer or either Special
Servicer as regards rights and obligations prior to such termination,
resignation or removal.

          SECTION 8.06. Eligibility Requirements for Trustee, Certificate
                        Administrator and Tax Administrator.

          The Trustee, the Certificate Administrator and the Tax Administrator
hereunder each shall at all times be a corporation, bank, trust company or
association that: (i) is organized and doing business under the laws of the
United States of America or any State thereof or the District of Columbia and,
in the case of the Trustee, authorized under such laws to exercise trust powers;
(ii) has a combined capital and surplus of at least $50,000,000; and (iii) is
subject to supervision or examination by federal or state authority. If such
corporation, bank, trust company or association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation, bank, trust company or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In addition: (i) the
Trustee shall at all times meet the requirements of Section 26(a)(1) of the
Investment Company Act; and (ii) neither the Certificate Administrator nor the
Tax Administrator may have any affiliations or act in any other capacity with
respect to the transactions contemplated hereby that would cause the Underwriter
Exemption to be unavailable with respect to any Class of Certificates as to
which it would otherwise be available. Furthermore, the Trustee, the Certificate
Administrator and the Tax Administrator shall at all times maintain a long-term
unsecured debt rating of at least "Aa3" from Moody's and a short-term unsecured
debt rating from each Rating Agency of at least "P-2" in the case of Moody's and
"F1" in the case of Fitch (or, in the case of either Rating Agency, such lower
rating(s) as will not result in an Adverse Rating Event with respect to any
Class of Rated Certificates (as confirmed in writing to the Trustee, the
Certificate Administrator, the Tax Administrator and the Depositor by such
Rating Agency)); provided that


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<PAGE>

the Trustee shall not cease to be eligible to serve as such based on a failure
to satisfy such rating requirements so long as either: (i) the Trustee maintains
a long-term unsecured debt rating of no less than "Baa2" from Moody's and "BBB"
from Fitch (or, in the case of either Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to any Class of Rated
Certificates (as confirmed in writing to the Trustee and the Depositor by such
Rating Agency)) and a Fiscal Agent meeting the requirements of Section 8.13 has
been appointed by the Trustee and is then currently serving in such capacity; or
(ii) the Trustee maintains a long-term unsecured debt rating of no less than
"A1" from Moody's and "A" from Fitch (or, in the case of either Rating Agency,
such lower rating as will not result in an Adverse Rating Event with respect to
any Class of Rated Certificates (as confirmed in writing to the Trustee and the
Depositor by such Rating Agency)) and an Advance Security Arrangement meeting
the requirements of Section 8.14 has been established by the Trustee and is then
currently being maintained. In case at any time the Trustee, the Certificate
Administrator or the Tax Administrator shall cease to be eligible in accordance
with the provisions of this Section 8.06, the Trustee, the Certificate
Administrator or the Tax Administrator, as applicable, shall resign immediately
in the manner and with the effect specified in Section 8.07. The corporation,
bank, trust company or association serving as Trustee may have normal banking
and trust relationships with the Depositor, the Pooled Mortgage Loan Sellers,
the Master Servicers, the Special Servicers and their respective Affiliates;
provided, however, that none of (i) the Depositor, (ii) any Person involved in
the organization or operation of the Depositor or the Trust, (iii) a Master
Servicer or Special Servicer (except during any period when the Trustee has
assumed the duties of such Master Servicer or Special Servicer (as the case may
be) pursuant to Section 7.02, (iv) any Pooled Mortgage Loan Seller or (v) any
Affiliate of any of them, may be the Trustee hereunder.

          SECTION 8.07. Resignation and Removal of Trustee, Certificate
                        Administrator and Tax Administrator.

          (a) The Trustee, the Certificate Administrator and the Tax
Administrator each may at any time resign and be discharged from their
respective obligations created hereunder by giving written notice thereof to the
other such parties, the Depositor, the Master Servicers, the Special Servicers,
the Rating Agencies and all the Certificateholders. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor trustee,
certificate administrator or tax administrator, as the case may be, meeting the
eligibility requirements of Section 8.06 by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee, Certificate
Administrator or Tax Administrator, as the case may be, and to the successor
trustee, certificate administrator or tax administrator, as the case may be. A
copy of such instrument shall be delivered to other parties hereto and to the
Certificateholders by the Depositor. If no successor trustee, certificate
administrator or tax administrator, as the case may be, shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee, Certificate Administrator or Tax
Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee, certificate
administrator or tax administrator, as the case may be.

          (b) If at any time the Trustee, the Certificate Administrator or the
Tax Administrator 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 a Master Servicer, or if at any time the Trustee, the Certificate
Administrator or the Tax Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the
Certificate Administrator or the Tax Administrator or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee,
the Certificate Administrator or the Tax Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee's, Certificate Administrator's or Tax Administrator's continuing to
act in such capacity would (as confirmed in writing to the Depositor by either
Rating Agency) result in an Adverse Rating Event with respect to any Class of
Rated Certificates, then the Depositor may (and, if it fails to do so within 10
Business Days, PAR or any successor thereto as Master Servicer shall as soon as
practicable) remove the Trustee, the Certificate Administrator or the Tax
Administrator, as the case may be, and appoint a successor trustee, certificate
administrator or tax administrator, as the case may be, by written instrument,
in duplicate, which instrument shall be delivered to the Trustee, the
Certificate Administrator or the Tax Administrator, as the case may be, so
removed and to the successor trustee, certificate administrator or tax
administrator, as the case may be. A copy of such instrument shall be delivered
to the other parties hereto and to the Certificateholders by the Depositor.

                                     -231-
<PAGE>

          (c) The Holders of Certificates entitled to more than 50% of the
Voting Rights may at any time remove the Trustee, Certificate Administrator or
Tax Administrator and appoint a successor trustee, certificate administrator or
tax administrator, as the case may be, by written instrument or instruments
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Depositor, one complete set
to the Trustee, Certificate Administrator or Tax Administrator, as the case may
be, so removed, and one complete set to the successor so appointed. All expenses
incurred by the Trustee in connection with its transfer of the Mortgages Files
to a successor trustee following the removal of the Trustee without cause
pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee
within 30 days of demand therefor, such reimbursement to be made by the
Certificateholders that terminated the Trustee. A copy of such instrument shall
be delivered to the other parties hereto and to the remaining Certificateholders
by the successor so appointed.

          (d) Any resignation or removal of the Trustee, the Certificate
Administrator or the Tax Administrator and appointment of a successor trustee,
certificate administrator or tax administrator, as the case may be, pursuant to
any of the provisions of this Section 8.07 shall not become effective until (i)
acceptance of appointment by the successor trustee, certificate administrator or
tax administrator, as the case may be, as provided in Section 8.08 and (ii) if
the successor trustee, certificate administrator or tax administrator, as the
case may be, does not have a long-term unsecured debt rating of at least "Aa3"
from Moody's and a short-term unsecured debt rating from each Rating Agency of
at least "P-2" in the case of Moody's and "F-1" in the case of Fitch, the
Trustee and the Depositor have received written confirmation from each Rating
Agency that has not so assigned such a rating, to the effect that the
appointment of such successor trustee, certificate administrator or tax
administrator, as the case may be, shall not result in an Adverse Rating Event
with respect to any Class of Rated Certificates.

          SECTION 8.08. Successor Trustee, Certificate Administrator and Tax
                        Administrator.

          (a) Any successor trustee, certificate administrator or tax
administrator appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Depositor, each Master Servicer, each Special Servicer and
its predecessor trustee, certificate administrator or tax administrator, as the
case may be, an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee, certificate administrator
or tax administrator, as the case may be, shall become effective and such
successor trustee, certificate administrator or tax administrator, as the case
may be, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee, certificate
administrator or tax administrator herein. If the Trustee is being replaced, the
predecessor trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder (other than any
Mortgage Files at the time held on its behalf by a Custodian, which Custodian
shall become the agent of the successor trustee), and the Depositor, each Master
Servicer, each Special Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations, and to enable the successor trustee to
perform its obligations hereunder.

          (b) No successor trustee, certificate administrator or tax
administrator shall accept appointment as provided in this Section 8.08 unless
at the time of such acceptance such successor trustee, certificate administrator
or tax administrator, as the case may be, shall be eligible under the provisions
of Section 8.06.

          (c) Upon acceptance of appointment by a successor trustee, certificate
administrator or tax administrator as provided in this Section 8.08, such
successor trustee, certificate administrator or tax administrator, as the case
may be, shall mail notice of the succession of such trustee, certificate
administrator or tax administrator hereunder to the Depositor, the
Certificateholders and the other parties hereto.

                                     -232-
<PAGE>

          SECTION 8.09. Merger or Consolidation of Trustee, Certificate
                        Administrator or Tax Administrator.

          Any entity into which the Trustee, Certificate Administrator or Tax
Administrator 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, Certificate Administrator or Tax Administrator shall be a party, or any
entity succeeding to the corporate trust business of the Trustee, Certificate
Administrator or Tax Administrator, shall be the successor of the Trustee,
Certificate Administrator or Tax Administrator, as the case may be, hereunder,
provided such entity shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

          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
applicable 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
applicable Master Servicer and the Trustee may consider necessary or desirable.
If the applicable 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 applicable 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, 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.

          (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
when acting as a Master Servicer, Special Servicer, Certificate Administrator or
Tax 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 and responsibilities
hereunder.

                                     -233-
<PAGE>

          SECTION 8.11. Appointment of Custodians.

          The Trustee may, at its own expense, appoint any Person with
appropriate experience as a document custodian to act as Custodian hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Custodian, the Trustee agrees to act in such capacity in
accordance with the terms hereof. The appointment of a Custodian shall not
relieve the Trustee from such entity's obligations hereunder, and the Trustee
shall remain responsible for all acts and omissions of the Custodian. The
Custodian shall be subject to the same standards of care, limitations on
liability and rights to indemnity as the Trustee, and the provisions of Sections
8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the
Custodian to the same extent that they apply to the Trustee. Any Custodian
appointed in accordance with this Section 8.11 may at any time resign by giving
at least 30 days' advance written notice of resignation to the Certificate
Administrator, the Trustee, each Master Servicer, each Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Custodian
appointed in accordance with this Section 8.11 by giving written notice of
termination to such Custodian, with a copy to the Certificate Administrator,
each Master Servicer, each Special Servicer and the Depositor. Each Custodian
shall comply with the requirements for Trustees set forth in Section 8.06, shall
not be the Depositor, any Pooled Mortgage Loan Seller or any Affiliate of the
Depositor or any Pooled Mortgage Loan Seller, and shall have in place a fidelity
bond and errors and omissions policy, each in such form and amount as is
customarily required of custodians acting on behalf of Freddie Mac or Fannie
Mae.

          SECTION 8.12. Access to Certain Information.

          (a) The Trustee and the Custodian shall each afford to the Depositor,
the Underwriters, each Master Servicer, each Special Servicer, the Controlling
Class Representative and each Rating Agency and to the OTS, the FDIC and any
other banking or insurance regulatory authority that may exercise authority over
any Certificateholder or Certificate Owner, access to any documentation
regarding the Pooled Mortgage Loans or the other assets of the Trust Fund that
are in its possession or within its control. 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 or the Custodian, as the case may
be, designated by it.

          (b) The Trustee (or, in the case of the items referenced in clause
(ix) below, the Custodian, or in the case of the items referenced in clauses
(i), (ii), (iii) and (viii), the Certificate Administrator, or in the case of
the items referenced in clause (xii), both the Certificate Administrator and the
Trustee) shall maintain at its offices or the offices of a Custodian and, upon
reasonable prior written request and during normal business hours, shall make
available, or cause to be made available, for review by the Depositor, the
Rating Agencies, the Certificate Administrator, the Custodian, the Controlling
Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee (or, in
the case of the items referenced in clause (ix) below, the Custodian, or in the
case of the items referenced in clauses (i), (ii), (iii) and (viii), the
Certificate Administrator, or in the case of the items referenced in clause
(xi), both the Certificate Administrator and the Trustee) as a prospective
Transferee of a Certificate or an interest therein, originals and/or copies of
the following items (to the extent such items were prepared by or delivered to
the Trustee (or, in the case of the items referenced in clause (ix) below, the
Custodian, or in the case of the items referenced in clauses (i), (ii), (iii)
and (viii), the Certificate Administrator, or in the case of the items
referenced in clause (xi), both the Certificate Administrator and the Trustee):
(i) the Prospectus, the Private Placement Memorandum and any other disclosure
document relating to the Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the
Depositor; (ii) this Agreement, each Sub-Servicing Agreement delivered to the
Certificate Administrator since the Closing Date, each Mortgage Loan Purchase
Agreement, each Non-Trust Servicing Agreement and any amendments and exhibits
hereto or thereto; (iii) all Certificate Administrator Reports and any files and
reports comprising the CMSA Investor Reporting Package actually delivered or
otherwise made available to Certificateholders pursuant to Section 4.02(a) since
the Closing Date; (iv) all Annual Performance Certifications delivered by the
Master Servicers and/or the Special Servicers to the Certificate Administrator
and the Trustee since the Closing Date and all comparable certifications
delivered to the Trustee with respect to comparable servicing parties under the
Non-Trust Servicing Agreements since the Closing Date; (v) all Annual
Accountants' Reports caused to be delivered by the Master Servicers and/or the
Special Servicers, respectively, to the Certificate Administrator


                                     -234-
<PAGE>

and the Trustee since the Closing Date and all comparable accountant's reports
delivered to the Trustee with respect to comparable servicing parties under the
Non-Trust Servicing Agreements since the Closing Date; (vi) the most recent
inspection report prepared by a Master Servicer or a Special Servicer and
delivered to the Trustee in respect of each Mortgaged Property pursuant to
Section 3.12(a) (or, in the case of the Mortgaged Property securing the
Non-Trust-Serviced Pooled Mortgage Loan, prepared by the comparable servicing
party under the related Non-Trust Servicing Agreement and delivered to the
Trustee since the Closing Date); (vii) any and all notices and reports delivered
to the Trustee with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.09(c) revealed that neither of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was satisfied; (viii) all files and reports comprising the CMSA Investor
Reporting Package delivered to the Certificate Administrator since the Closing
Date pursuant to Section 4.02(b); (ix) each of the Mortgage Files, including any
and all modifications, waivers and amendments of the terms of a Mortgage Loan
entered into or consented to by a Master Servicer or Special Servicer and
delivered to the Trustee or any Custodian pursuant to Section 3.20; (x) any and
all Officer's Certificates and other evidence delivered to or by the Trustee to
support its, a Master Servicer's, a Special Servicer's or the Fiscal Agent's, as
the case may be, determination that any Advance was (or, if made, would be) a
Nonrecoverable Advance; (xi) to the extent not otherwise described in any of the
foregoing clauses (i) through (x), any and all reports, statements and other
written or electronic information relating to the Non-Trust-Serviced Pooled
Mortgage Loan, the related Mortgaged Property and/or the related Borrower, to
the extent such items were received by the applicable Master Servicer under this
Agreement or by any party to the related Non-Trust Servicing Agreement and (in
either case) delivered to the Trustee since the Closing Date; and (xii) any
other information that may be necessary to satisfy the requirements of
subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate
Administrator, the Trustee or the Custodian, as applicable, shall provide, or
cause to be provided, copies of any and all of the foregoing items upon request
of any of the parties set forth in the previous sentence; however, except in the
case of the Rating Agencies and the Controlling Class Representative, the
Certificate Administrator or the Custodian shall be permitted to require payment
of a sum sufficient to cover the reasonable costs and expenses of providing such
copies.

          In connection with providing, or causing to be provided, access to or
copies of the items described in the preceding paragraph pursuant to this
Section 8.12(b), the Certificate Administrator, the Trustee or the Custodian, as
the case may be, shall require: (a) in the case of Certificateholders and
Certificate Owners, a written confirmation executed by the requesting Person
substantially in the form of Exhibit K-1 hereto (or such other form as may be
reasonably acceptable to the Certificate Administrator, the Trustee or the
Custodian, as the case may be) generally to the effect that such Person is a
Holder or Certificate Owner of Certificates and, subject to the last sentence of
this paragraph, will keep such information confidential (except that such
Certificateholder or Certificate Owner may provide such information to its
auditors, legal counsel and regulators and to any other Person that holds or is
contemplating the purchase of any Certificate or interest therein (provided that
such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (b)
in the case of a prospective purchaser of a Certificate or an interest therein,
confirmation executed by the requesting Person substantially in the form of
Exhibit K-2 hereto (or such other form as may be reasonably acceptable to the
Certificate Administrator, the Trustee or the Custodian, as the case may be)
generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein, is requesting the information for use in
evaluating a possible investment in Certificates and, subject to the last
sentence of this paragraph, will otherwise keep such information confidential.
Notwithstanding the foregoing, no Certificateholder, Certificate Owner or
prospective Certificateholder or Certificate Owner need keep confidential any
information received from the Certificate Administrator, the Trustee or the
Custodian, as the case may be, pursuant to this Section 8.12(b) that has
previously been filed with the Commission, and the Certificate Administrator,
the Trustee or the Custodian, as the case may be, shall not require either of
the certifications contemplated by the preceding sentence in connection with
providing any information pursuant to this Section 8.12(b) that has previously
been filed with the Commission.

          (c) None of the Trustee, the Custodian or the Certificate
Administrator shall be liable for providing or disseminating information in
accordance with the terms of this Agreement.

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<PAGE>

          SECTION 8.13. Appointment of Fiscal Agent.

          (a) Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may appoint, at the Trustee's own
expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. Any Fiscal Agent shall at all
times maintain a long-term unsecured debt rating of at least "Aa3" from Moody's
and "AA-" from Fitch , and a short-term unsecured debt rating from such Rating
Agency of at least "P-2" in the case of Moody's and "F-1" in the case of Fitch
(or, in the case of either Rating Agency, such lower rating(s) as will not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates (as confirmed in writing to the Trustee and the Depositor by such
Rating Agency)). Any Person so appointed by the Trustee pursuant to this Section
8.13(a) subsequent to the Closing Date shall become the Fiscal Agent on the date
as of which the Trustee and the Depositor have received: (i) if the long-term
unsecured debt of the designated Person is not rated at least "AA-" from each
Rating Agency, written confirmation from each Rating Agency that the appointment
of such designated Person will not result in an Adverse Rating Event with
respect to any Class of Rated Certificates; (ii) a written agreement whereby the
designated Person is appointed as, and agrees to assume and perform the duties
of, Fiscal Agent hereunder, executed by such designated Person and the Trustee
(such agreement, the "Fiscal Agent Agreement"); and (iii) an Opinion of Counsel
(which shall be paid for by the designated Person or the Trustee) substantially
to the effect that (A) the appointment of the designated Person to serve as
Fiscal Agent is in compliance with this Section 8.13, (B) the designated Person
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (C) the related Fiscal Agent Agreement has
been duly authorized, executed and delivered by the designated Person and (D)
upon execution and delivery of the related Fiscal Agent Agreement, the
designated Person shall be bound by the terms of this Agreement and, subject to
customary bankruptcy and insolvency exceptions and customary equity exceptions,
that this Agreement shall be enforceable against the designated Person in
accordance with its terms. Any Fiscal Agent appointed pursuant to this Section
8.13(a) shall, for so long as it so acts, be deemed a party to this Agreement
for all purposes hereof. Pursuant to the related Fiscal Agent Agreement, each
Fiscal Agent, if any, appointed pursuant to this Section 8.13(a) shall make
representations and warranties with respect to itself that are comparable to
those made by the initial Fiscal Agent pursuant to Section 2.11. Notwithstanding
anything contained in this Agreement to the contrary, any Fiscal Agent shall be
entitled to all limitations on liability, rights of reimbursement and
indemnities to which the initial Fiscal Agent is entitled hereunder.

          (b) To the extent that the Trustee is required, pursuant to the terms
of this Agreement, to make any Advance, whether as successor Master Servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent (if any) shall make such Advance when and as required by the terms
of this Agreement on behalf the Trustee as if such Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent (if any) makes an Advance
pursuant to this Section 8.13 or otherwise pursuant to this Agreement, the
obligations of the Trustee under this Agreement in respect of such Advance shall
be satisfied.

          (c) All fees and expenses of any Fiscal Agent (other than interest
owed to such Fiscal Agent in respect of unreimbursed Advances) incurred by such
Fiscal Agent in connection with the transactions contemplated by this Agreement
shall be borne by the Trustee, and neither the Trustee nor such Fiscal Agent
shall be entitled to reimbursement therefor from any of the Trust, the
Depositor, a Master Servicer or a Special Servicer.

          (d) The obligations of any Fiscal Agent set forth in this Section 8.13
or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it (or, in the case of ABN AMRO, as LaSalle) shall act as
Trustee hereunder. Any Fiscal Agent may resign or be removed by the Trustee only
if and when the existence of such Fiscal Agent is no longer necessary for such
Trustee to satisfy the eligibility requirements of Section 8.06; provided that
any Fiscal Agent shall be deemed to have resigned at such time as the Trustee
that appointed it (or, in the case of ABN AMRO, as LaSalle) resigns or is
removed as Trustee hereunder (in which case the responsibility for appointing a
successor Fiscal Agent in accordance with this Section 8.13(a) shall belong to
the successor Trustee insofar as such appointment is necessary for such
successor Trustee to satisfy the eligibility requirements of Section 8.06).

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<PAGE>

          (e) The Trustee shall promptly notify the other parties hereto and the
Certificateholders in writing of the appointment, resignation or removal of any
Fiscal Agent.

          SECTION 8.14. Advance Security Arrangement.

          Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may, at is own expense with the
approval of the Depositor, arrange for the pledging of collateral, the
establishment of a reserve fund or the delivery of a letter of credit, surety
bond or other comparable instrument or for any other security or financial
arrangement (any or all of the foregoing, individually and collectively, an
"Advance Security Arrangement") for purposes of supporting its back-up advancing
obligations hereunder; provided that any Advance Security Arrangement shall be
in such form and amount, and shall be maintained in such manner, as (i) would
permit the Trustee to act in such capacity without an Adverse Rating Event in
respect of any Class of Rated Certificates (as confirmed in writing to the
Trustee and the Depositor by each Rating Agency) and (ii) would not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event (as evidenced by an
Opinion of Counsel addressed and delivered to the Trustee, the Depositor and the
Tax Administrator). The Trustee may terminate any Advance Security Arrangement
established by it only if and when (i) the existence of such Advance Security
Arrangement is no longer necessary for the Trustee to satisfy the eligibility
requirements of Section 8.06 or (ii) when such Trustee resigns or is removed as
Trustee hereunder.

          SECTION 8.15. Exchange Act Reporting.

          (a) The Master Servicers, the Special Servicers, the Certificate
Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with
the Depositor in connection with the Trust's satisfaction of its reporting
requirements under the Exchange Act. Within 15 days after each Distribution
Date, the Certificate Administrator shall prepare, execute and file on behalf of
the Trust any Forms 8-K customary for similar securities as required by the
Exchange Act and the rules and regulations of the Commission thereunder;
provided that the Depositor shall file the initial Form 8-K in connection with
the issuance of the Certificates. The Certificate Administrator shall file each
Form 8-K with a copy of the related Certificate Administrator Report attached
thereto. If the Depositor directs that any other attachments are to be filed
with any Form 8-K, such attachments shall be delivered to the Certificate
Administrator in Edgar-compatible form or as otherwise agreed upon by the
Certificate Administrator and the Depositor, at the Depositor's expense, and any
necessary conversion to EDGAR-compatible format will be at the Depositor's
expense. Prior to March 30th of each year (or such earlier date as may be
required by the Exchange Act and the rules and regulations of the Commission),
the Certificate Administrator shall prepare and file an Annual Report on Form
10-K (a "Form 10-K"), in substance as required by applicable law and applicable
interpretations thereof of the staff of the Commission. Such Form 10-K shall
include as exhibits each annual statement of compliance described under Section
3.13 and each accountant's report described under Section 3.14, in each case to
the extent they have been timely delivered to the Certificate Administrator. If
they are not so timely delivered, the Certificate Administrator shall file an
amended Form 10-K including such documents as exhibits reasonably promptly after
they are delivered to the Certificate Administrator. Each Form 10-K shall also
include any Sarbanes-Oxley Certification required to be included therewith, as
described in paragraph (b) of this Section. The Certificate Administrator shall
have no liability with respect to any failure to properly prepare or file such
periodic reports resulting from the Certificate Administrator's inability or
failure to obtain any information not resulting from its own negligence, bad
faith or willful misconduct. Prior to January 30 of the first year in which the
Certificate Administrator is able to do so under applicable law, the Certificate
Administrator shall file a Form 15 relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act and shall provide the
Special Servicers and the Master Servicers with written notice of such filing.

          (b) The Form 10-K shall include any certification (the "Sarbanes-Oxley
Certification") required to be included therewith pursuant to the Sarbanes-Oxley
Act of 2002, and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's staff).
Each Master Servicer, each Special Servicer and the Certificate Administrator
(each, a "Performing Party") shall provide to the Person who signs the
Sarbanes-Oxley Certification (the "Certifying Person") a certification (each, a
"Performance Certification"), in form and substance reasonably satisfactory to
the Depositor and the Performing Party, upon which the Certifying Person, the
entity


                                     -237-
<PAGE>

for which the Certifying Person acts as an officer (if the Certifying Person is
an individual), and such entity's officers, directors and Affiliates
(collectively with the Certifying Person, "Certification Parties") can rely,
relating to the accuracy and completeness of the information and reports
provided under this Agreement by such Performing Party; provided, however, that
the certification required from the General Special Servicer shall contain the
following information:

               (i) a statement acknowledging that the officer of the General
     Special Servicer signing such certification has reviewed the information
     provided by it for inclusion in the Form 10-K to be covered by the subject
     Sarbanes-Oxley Certification;

               (ii) a statement, based on the knowledge of the officer of the
     General Special Servicer that is signing such certification, that the
     information provided by it to be covered by such Sarbanes-Oxley
     Certification solely relating to actions of the General Special Servicer
     and/or payments and other collections on the Specially Serviced Mortgage
     Loans and REO Properties for which it is the applicable Special Servicer,
     taken as a whole, does not contain any untrue statement of material fact or
     omit to state a material fact necessary to make the statements made, not
     misleading as of the last day of the period covered by the subject Form
     10-K;

               (iii) a statement, based on the knowledge of the officer of the
     General Special Servicer that is signing such certification, that the
     information provided by it and to be covered by such Sarbanes-Oxley
     Certification relating solely to actions of the General Special Servicer
     and/or payments and other collections on the Specially Serviced Mortgage
     Loans and REO Properties for which it is the applicable Special Servicer,
     includes all information of such type available to the General Special
     Servicer and required to be included in the Certificate Administrator
     Reports for the relevant period covered by the subject Form 10-K; and

               (iv) a statement, based on the knowledge of the officer of the
     General Special Servicer that is signing such certification, that the
     General Special Servicer has disclosed all significant deficiencies
     relating to the Special Servicer's compliance with the minimum servicing
     standards during the period covered by the subject Form 10-K in the report
     provided by an independent public accountant, after conducting a review in
     compliance with the Uniform Single Attestation Program for Mortgage Bankers
     or similar procedure, as set forth in this Agreement..

          Notwithstanding the foregoing, nothing in this paragraph shall require
any Performing Party to (i) certify or verify the accurateness or completeness
of any information provided to such Performing Party by third parties, (ii) to
certify information other than to such Performing Party's knowledge or (iii)
with respect to completeness of information and reports, to certify anything
other than that all fields of information called for in written reports prepared
by such Performing Party have been completed except as they have been left blank
on their face.

          In addition, if the Performing Party is a Master Servicer or a Special
Servicer, such Performing Party shall, upon request, execute a reasonable
reliance certificate acknowledging the Certification Party's right to rely upon
the Annual Compliance Certificate provided pursuant to Section 3.13, and shall
include a certification, based on the knowledge of the officer that is signing
such certification, that such Annual Compliance Certificate discloses any
significant deficiencies or defaults described to the certified public
accountants of such Performing Party to enable such accountants to render the
certificate provided for in Section 3.14.

          (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of an actual breach of the applicable
Performing Party's obligations under subsection (b) of this Section or the
applicable Performing Party's negligence, bad faith or willful misconduct in
connection with such obligations.

          (d) Nothing contained in this Section shall be construed to require
any party to this Agreement, or any of such party's officers, to execute any
Form 10-K or any Sarbanes-Oxley Certification. The failure of any party to this
Agreement, or any of such party's officers, to execute any Form 10-K or any
Sarbanes-Oxley Certification shall not


                                     -238-
<PAGE>

be regarded as a breach by such party of any of its obligations under this
Agreement. The Depositor, each Master Servicer, each Special Servicer and the
Certificate Administrator hereby agree to negotiate in good faith with respect
to compliance with any further guidance from the Commission or its staff
relating to the execution of any Form 10-K and any Sarbanes-Oxley Certification.
In the event such parties agree on such matters, this Agreement shall be amended
to reflect such agreement pursuant to Section 11.01, which amendment shall not
require any Opinions of Counsel, Officer's Certificates, Rating Agency
confirmations or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement. In no event shall the General
Special Servicer be required to execute any Form 10-K or any Sarbanes-Oxley
Certification.



                                     -239-
<PAGE>

                                   ARTICLE IX


                                   TERMINATION


          SECTION 9.01. Termination Upon Repurchase or Liquidation of All Pooled
                        Mortgage Loans.

          (a) Subject to Section 9.02 and the purchase right of the Shell Plaza
Non-Pooled Subordinate Noteholder contained in the Shell Plaza Intercreditor
Agreement with respect to the Shell Plaza Pooled Mortgage Loan, the Trust and
the respective obligations and responsibilities under this Agreement of the
parties hereto (other than the obligations of the Certificate Administrator to
provide for and make payments to Certificateholders as hereafter set forth)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by the Certificate Administrator 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 any single
Controlling Class Certificateholder or group of Controlling Class
Certificateholders, one or both of the Master Servicers or the General Special
Servicer (whose respective rights to effect such a purchase shall be subject to
the priorities and conditions set forth in subsection (b)) of all Pooled
Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Mortgage Loan Group, the beneficial interest of the Trust Fund in
such REO Property) remaining in the Trust Fund at a price (the "Termination
Price") equal to (A) the aggregate Purchase Price of all the Pooled Mortgage
Loans remaining in the Trust Fund (exclusive of any REO Pooled Mortgage
Loan(s)), plus (B) the appraised value of each REO Property (or, in the case of
any REO Property related to any Mortgage Loan Group, the beneficial interest of
the Trust Fund in such REO Property), if any, included in the Trust Fund, such
appraisal for such REO Property to be conducted by a Qualified Appraiser
selected by the General Special Servicer and approved by the Certificate
Administrator and the applicable Master Servicer, minus (C) if the purchaser is
a Master Servicer or the General Special Servicer, the aggregate amount of
unreimbursed Advances made by such Person, together with any unpaid Advance
Interest in respect of such unreimbursed Advances and any unpaid servicing
compensation payable to such Person (which items shall be deemed to have been
paid or reimbursed to such Master Servicer or the General Special Servicer, as
the case may be, in connection with such purchase); (ii) the exchange by the
Sole Certificateholder(s) of all the Certificates for all Pooled Mortgage Loans
and each REO Property (or, in the case of any REO Property related to any
Mortgage Loan Group, the beneficial interest of the Trust Fund in such REO
Property) remaining in the Trust Fund; and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Pooled Mortgage
Loan or REO Property remaining in the Trust Fund; provided, however, that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof.

          (b) Any single Controlling Class Certificateholder or group of
Controlling Class Certificateholders, PAR (or its successor) as a Master
Servicer, WFB (or its successor) as a Master Servicer or the General Special
Servicer, in that order of preference, may at its option elect to purchase all
the Pooled Mortgage Loans and each REO Property (or, in the case of any REO
Property related to any Mortgage Loan Group, the beneficial interest of the
Trust Fund in such REO Property) remaining in the Trust Fund as contemplated by
clause (i) of Section 9.01(a) by giving written notice to the other parties
hereto (and, in the case of an election by a Master Servicer or the General
Special Servicer, to the Holders of the Controlling Class) no later than 60 days
prior to the anticipated date of purchase; provided, however, that:

          (A)  the aggregate Stated Principal Balance of the Mortgage Pool at
               the time of such election is 1.0% or less of the Initial Pool
               Balance;

          (B)  within 30 days after written notice of such election is so given,
               no Person with a higher right of priority to make such an
               election does so;

          (C)  if more than one Controlling Class Certificateholder or group of
               Controlling Class Certificateholders desire to purchase all of
               the Pooled Mortgage Loans and any REO Properties remaining in the
               Trust Fund, preference shall be given to the Controlling Class
               Certificateholder


                                     -240-
<PAGE>

               or group of Controlling Class Certificateholders with the largest
               Percentage Interest in the Controlling Class; and

          (D)  if a Master Servicer makes such an election, then the other
               Master Servicer will have the option, by giving written notice to
               the other parties hereto and to the Holders of the Controlling
               Class no later than 30 days prior to the anticipated date of
               purchase, to purchase all of the Pooled Mortgage Loans and
               related REO Properties (or, in the case of any REO Property
               related to any Mortgage Loan Group, the beneficial interest of
               the Trust Fund in such REO Property) remaining in the Trust Fund
               for which it is the applicable Master Servicer.

          If the Trust is to be terminated in connection with the purchase of
all the Pooled Mortgage Loans and each REO Property (or, in the case of any REO
Property related to any Mortgage Loan Group, the beneficial interest of the
Trust Fund in such REO Property) remaining in the Trust Fund by any Controlling
Class Certificateholder(s), one or both of the Master Servicers or the General
Special Servicer, such Person(s) shall: (i) deposit, or deliver to the Master
Servicers for deposit, in the respective Collection Accounts (after the
Determination Date, and prior to the Master Servicer Remittance Date, relating
to the anticipated Final Distribution Date) an amount in immediately available
funds equal to the Termination Price (the portion thereof allocable to all such
Pooled Mortgage Loans and related REO Properties, other than those for which a
Master Servicer exercises its option under clause (D) above, to be deposited in
the other Master Servicer's Collection Account and the portion thereof allocable
to those for which a Master Servicer exercises its option under clause (D) above
to be deposited in the such Master Servicer's Collection Account); and (ii)
shall reimburse all of the parties hereto (other than itself, if applicable) for
all reasonable out-of-pocket costs and expenses incurred by such parties in
connection with such purchase. On the Master Servicer Remittance Date for the
Final Distribution Date, each Master Servicer shall transfer to the Distribution
Account all amounts required to be transferred by it to such account on such
Master Servicer Remittance Date from such Master Servicer's Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in such Collection Account that would otherwise be held for
future distribution. Upon confirmation that such deposits and reimbursements
have been made, the Trustee shall release or cause to be released to the
purchasing party (or its designee) the Mortgage Files for the remaining Pooled
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the purchasing party as shall be necessary to
effectuate transfer of the remaining Pooled Mortgage Loans and REO Properties to
the purchasing party (or its designee).

          Following the date on which the aggregate Certificate Principal
Balance of the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class
E, Class F, Class G and Class H Certificates is reduced to zero, the Sole
Certificateholder(s) shall have the right to exchange all of the Certificates
for all of the Pooled Mortgage Loans and each REO Property (or, in the case of
any REO Property related to any Mortgage Loan Group, the beneficial interest of
the Trust Fund in such REO Property) remaining in the Trust Fund as contemplated
by clause (ii) of Section 9.01(a) by giving written notice to all the parties
hereto no later than 60 days prior to the anticipated date of exchange. In the
event that the Sole Certificateholder(s) elect(s) to exchange all of the
Certificates for all of the Pooled Mortgage Loans and each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, such Sole
Certificateholder(s), not later than the Business Day prior to the Distribution
Date on which the final distribution on the Certificates is to occur, shall
deposit in each Collection Account an amount in immediately available funds
equal to all amounts then due and owing to the Depositor, each Master Servicer,
each Special Servicer, the Certificate Administrator, the Tax Administrator, the
Trustee and/or the Fiscal Agent hereunder (and their respective agents) that may
be withdrawn from such Collection Account, pursuant to Section 3.05(a), or
(without duplication between the Collection Accounts) that may be withdrawn from
the Distribution Account, pursuant to Section 3.05(b), but only to the extent
that such amounts are not already on deposit in such Collection Account. In
addition, each Master Servicer shall transfer to the Distribution Account all
amounts required to be transferred by it to such account on such Master Servicer
Remittance Date from such Master Servicer's Collection Account pursuant to the
first paragraph of Section 3.04(b). Upon confirmation that such final deposits
have been made and following the surrender of all the Certificates on the Final
Distribution Date, the Trustee shall release or cause to be released to the Sole
Certificateholder(s) (or any designee thereof), the Mortgage Files for the
remaining Pooled Mortgage Loans and shall execute all assignments, endorsements
and other instruments furnished to it


                                     -241-
<PAGE>

by the Sole Certificateholder(s) as shall be necessary to effectuate transfer of
the remaining Pooled Mortgage Loans and REO Properties to the Sole
Certificateholder(s) (or any designee thereof). For Federal income tax purposes,
such surrender and release shall be treated as a purchase of such Mortgage Loans
and REO Properties for an amount of cash equal to all amounts due in respect
thereof after the distribution of amounts remaining in the Distribution Account,
and a crediting of such amounts as a final distribution on all REMIC I Regular
Interests, REMIC II Regular Interests and REMIC III Certificates.

          (c) Notice of any termination shall be given promptly by the
Certificate Administrator by letter to Certificateholders mailed (x) if such
notice is given in connection with the purchase of all the Pooled Mortgage Loans
and each REO Property remaining in the Trust Fund by one or both of the Master
Servicers, the General Special Servicer and/or any Controlling Class
Certificateholder(s), 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 and (y) otherwise during the month of such final distribution on or
before the Master Servicer Remittance Date in such month, in any event
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment on the Certificates will be made, (ii) the amount of any such
final payment in respect of each Class of Certificates 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
office or agency of the Certificate Administrator therein designated. The
Certificate Administrator shall give such notice to the other parties hereto at
the time such notice is given to Certificateholders.

          (d) Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts on deposit in the Distribution Account that is allocable to payments on
the relevant Class in accordance with Section 4.01. 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 Certificate Administrator 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
Certificate Administrator, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable escheat laws, the Certificate
Administrator shall distribute to the Class R Certificateholders all unclaimed
funds and other assets which remain subject hereto.

          SECTION 9.02. Additional Termination Requirements.

          (a) If any Controlling Class Certificateholder(s), one or both of the
Master Servicers, and/or the General Special Servicer purchase(s), or the Sole
Certificateholder(s) exchange(s) all of the Certificates for, all the Pooled
Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Mortgage Loan Group, the beneficial interest of the Trust Fund in
such REO Property) remaining in the Trust Fund as provided in Section 9.01, the
Trust and each REMIC Pool shall be terminated in accordance with the following
additional requirements, unless the purchasing party obtains at its own expense
and delivers to the Trustee and the Certificate Administrator an Opinion of
Counsel, addressed to the Trustee and the Certificate Administrator, to the
effect that the failure of the Trust to comply with the requirements of this
Section 9.02 will not result in an Adverse REMIC Event with respect to any REMIC
Pool:

                                     -242-
<PAGE>

               (i) the Certificate Administrator shall specify the first day in
     the 90-day liquidation period in a statement attached to the final Tax
     Return for each REMIC Pool, pursuant to Treasury Regulations Section
     1.860F-1 and shall satisfy all requirements of a qualified liquidation
     under Section 860F of the Code and any regulations thereunder (as evidenced
     by an Opinion of Counsel to such effect delivered on behalf and at the
     expense of the purchasing party);

               (ii) during such 90-day liquidation period and at or prior to the
     time of making the final payment on the Certificates, the Certificate
     Administrator shall sell or otherwise transfer all the Pooled Mortgage
     Loans and each REO Property remaining in the Trust Fund to the relevant
     Master Servicer(s), the General Special Servicer, the applicable
     Controlling Class Certificateholder(s) or the Sole Certificateholder(s), as
     the case may be, in exchange for cash and/or Certificates in accordance
     with Section 9.01; and

               (iii) at the time of the final payment on the Certificates, the
     Certificate Administrator shall distribute or credit, or cause to be
     distributed or credited, to the Holders of the Certificates in accordance
     with Section 4.01 all remaining cash on hand (other than cash retained to
     meet claims), and each REMIC Pool shall terminate at that time.

          (b) By their acceptance of Certificates, the Holders hereby authorize
the Trustee to prepare and adopt, on behalf of the Trust, a plan of complete
liquidation of each REMIC Pool in the form of the notice of termination provided
for in Section 9.01(c) and in accordance with the terms and conditions of this
Agreement, which authorization shall be binding upon all successor
Certificateholders.



                                     -243-
<PAGE>

                                    ARTICLE X


                            ADDITIONAL TAX PROVISIONS


          SECTION 10.01. Tax Administration.

          (a) The Trustee shall elect to treat each REMIC Pool as a REMIC under
the Code and, if necessary, under Applicable State Law. Each such election will
be made on IRS Form 1066 or other appropriate federal tax or information return
or any appropriate state Tax Returns for the taxable year ending on the last day
of the calendar year in which the Certificates are issued.

          (b) The Holder of Certificates evidencing the largest Percentage
Interest in the Class R Certificates is hereby designated as the Tax Matters
Person of each REMIC Pool and, in such capacity, shall be responsible to act on
behalf of such REMIC Pool in relation to any tax matter or controversy, to
represent such REMIC Pool in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority, to request an
administrative adjustment as to any taxable year of such REMIC Pool, to enter
into settlement agreements with any governmental taxing agency with respect to
such REMIC Pool, to extend any statute of limitations relating to any tax item
of such REMIC Pool and otherwise to act on behalf of such REMIC Pool in relation
to any tax matter or controversy involving such REMIC Pool; provided that the
Tax Administrator is hereby irrevocably appointed and agrees to act (in
consultation with the Tax Matters Person for each REMIC Pool) as agent and
attorney-in-fact for the Tax Matters Person for each REMIC Pool in the
performance of its duties as such. The legal expenses and costs of any action
described in this Section 10.01(b) and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust payable out of amounts on
deposit in the Distribution Account as provided by Section 3.05(b) unless such
legal expenses and costs are incurred by reason of a Tax Matters Person's or the
Tax Administrator's misfeasance, bad faith or negligence in the performance of,
or such Person's reckless disregard of, its obligations or are expressly
provided by this Agreement to be borne by any party hereto.

          (c) The Tax Administrator shall prepare or cause to be prepared,
submit to the Trustee for execution and file all of the Tax Returns in respect
of each REMIC Pool (other than Tax Returns required to be filed by a Master
Servicer pursuant to Section 3.09(g)) and all of the applicable income tax and
other information returns for each Grantor Trust Pool. The expenses of preparing
and filing such returns shall be borne by the Tax Administrator without any
right of reimbursement therefor.

          (d) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide: (i) to any Transferor of
a Class R Certificate, such information as is necessary for the application of
any tax relating to the transfer of a Class R Certificate to any Person who is
not a Permitted Transferee; (ii) to the Certificateholders, such information or
reports as are required by the Code or the REMIC Provisions, including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required); and (iii) to the IRS, the name,
title, address and telephone number of the Person who will serve as the
representative of each REMIC Pool.

          (e) The Trustee and the Tax Administrator shall take such action and
shall cause each REMIC Pool to take such action as shall be necessary to create
or maintain the status thereof as a REMIC under the REMIC Provisions (and the
other parties hereto shall assist them, to the extent reasonably requested by
the Trustee or the Tax Administrator), to the extent that the Trustee or the Tax
Administrator, as applicable, has actual knowledge that any particular action is
required; provided that the Trustee and the Tax Administrator shall be deemed to
have knowledge of relevant tax laws. The Trustee or the Tax Administrator, as
applicable, shall not knowingly take or fail to take any action, or cause any
REMIC Pool to take or fail to take any action, that under the REMIC Provisions,
if taken or not taken, as the case may be,


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could result in an Adverse REMIC Event in respect of any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool, unless
the Trustee or the Tax Administrator, as applicable, has received an Opinion of
Counsel to the effect that the contemplated action or non-action, as the case
may be, will not result in an Adverse REMIC Event or an Adverse Grantor Trust
Event. None of the other parties hereto shall take or fail to take any action
(whether or not authorized hereunder) as to which the Trustee or the Tax
Administrator, as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event or an Adverse
Grantor Trust Event could occur with respect to such action. In addition, prior
to taking any action with respect to any REMIC Pool or the assets thereof, or
causing any REMIC Pool to take any action, which is not contemplated by the
terms of this Agreement, each of the other parties hereto will consult with the
Tax Administrator, in writing, with respect to whether such action could cause
an Adverse REMIC Event or an Adverse Grantor Trust Event to occur, and no such
other party shall take any such action or cause any REMIC Pool to take any such
action as to which the Tax Administrator has advised it in writing that an
Adverse REMIC Event or an Adverse Grantor Trust Event could occur. The Tax
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement (and in no event by the Trust Fund or the Tax Administrator).

          (f) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of state or local tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
then such tax, together with all incidental costs and expenses (including
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Trustee, if such tax arises out of or results from a breach of any of its
obligations under Article IV, Article VIII or this Section 10.01; (ii) the
Certificate Administrator, if such tax arises out of or results from a breach by
the Certificate Administrator of any of its obligations under Article IV,
Article VIII or this Section 10.01 (which breach constitutes negligence, bad
faith or willful misconduct); (iii) the Tax Administrator, if such tax arises
out of or results from a breach by the Tax Administrator of any of its
obligations under Article IV, Article VIII or this Section 10.01 (which breach
constitutes negligence, bad faith or willful misconduct); (iv) the Fiscal Agent,
if such tax arises out of or results from a breach of any of its obligations
under Article IV or this Section 10.01; (v) a Master Servicer, if such tax
arises out of or results from a breach by such Master Servicer of any of its
obligations under Article III or this Section 10.01; (vi) the applicable Special
Servicer, if such tax arises out of or results from a breach by such Special
Servicer of any of its obligations under Article III or this Section 10.01; or
(vii) the Trust, out of the Trust Fund (exclusive of the Grantor Trust Pools),
in all other instances. If any tax is imposed on either Grantor Trust Pool, 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 applicable Special Servicer, if such tax arises out of or
results from a breach by such Special Servicer of any of its obligations under
Article III or this Section 10.01; (ii) a Master Servicer, if such tax arises
out of or results from a breach by such Master Servicer of any of its
obligations under Article III or this Section 10.01; (iii) the Trustee, if such
tax arises out of or results from a breach by the Trustee of any of its
obligations under Article IV, Article VIII or this Section 10.01; (iv) the
Certificate Administrator, if such tax arises out of or results from a breach by
the Certificate Administrator of any of its obligations under Article IV,
Article VIII or this Section 10.01 (which breach constitutes negligence, bad
faith or willful misconduct); (v) the Tax Administrator, if such tax arises out
of or results from a breach by the Tax Administrator of any of its obligations
under Article IV, Article VIII or this Section 10.01 (which breach constitutes
negligence, bad faith or willful misconduct); (iv) the Fiscal Agent, if such tax
arises out of or results from a breach of any of its obligations under Article
IV or this Section 10.01; or (v) the Trust, out of the portion of the Trust Fund
constituting such Grantor Trust Pool, in all other instances. Consistent with
the foregoing, any tax permitted to be incurred by a 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 out of
amounts on deposit in the Distribution Account.

          (g) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool and Grantor Trust
Pool on a calendar year and an accrual basis.

                                     -245-
<PAGE>

          (h) Following the Startup Day for each REMIC Pool, the Trustee shall
not (except as contemplated by Section 2.03) accept any contributions of assets
to any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no event at the
expense of the Trust Fund or the Trustee) to the effect that the inclusion of
such assets in such REMIC Pool will not result in an Adverse REMIC Event in
respect of such REMIC Pool or an Adverse Grantor Trust Event with respect to
either Grantor Trust Pool.

          (i) None of the Master Servicers, the Special Servicers, the Trustee
or the Fiscal Agent shall consent to or, to the extent it is within the control
of such Person, permit: (i) the sale or disposition of any Pooled Mortgage Loan
(except in connection with (A) a Breach or Document Defect regarding any Pooled
Mortgage Loan, (B) the foreclosure, default or reasonably foreseeable material
default of a Pooled Mortgage Loan, including the sale or other disposition of a
Mortgaged Property acquired by foreclosure, deed in lieu of foreclosure or
otherwise, (C) the bankruptcy of any REMIC Pool, or (D) the termination of the
Trust pursuant to Article IX of this Agreement); (ii) the sale or disposition of
any investments in any Investment Account for gain; or (iii) the acquisition of
any assets for the Trust (other than a Mortgaged Property acquired through
foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted
Pooled Mortgage Loan, other than a Replacement Pooled Mortgage Loan substituted
for a Deleted Pooled Mortgage Loan and other than Permitted Investments acquired
in connection with the investment of funds in an Account or an interest in a
single member limited liability company, as provided in Section 3.16); in any
event unless it has received an Opinion of Counsel (at the expense of the party
seeking to cause such sale, disposition, or acquisition and in no event at the
expense of the Trust Fund or the Trustee) to the effect that such sale,
disposition, or acquisition will not result in an Adverse REMIC Event in respect
of any REMIC Pool or an Adverse Grantor Trust Event with respect to either
Grantor Trust Pool.

          (j) Except as otherwise permitted by Section 3.17(a), none of the
Master Servicers, the Special Servicers or the Trustee shall enter into any
arrangement by which any REMIC Pool will receive a fee or other compensation for
services or, to the extent it is within the control of such Person, permit any
REMIC Pool to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code. At all times as may be required by the Code,
each of the respective parties hereto (to the extent it is within its control)
shall take necessary actions within the scope of its responsibilities as more
specifically set forth in this Agreement such that it does not cause
substantially all of the assets of each REMIC Pool to fail to 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.

          (k) Within 30 days after the related Startup Day, the Tax
Administrator shall prepare and file with the IRS, with respect to each REMIC
Pool, IRS Form 8811 "Information Return for Real Estate Mortgage Investment
Conduits (REMICs) and Issuers of Collateralized Debt Obligations".

          (l) The parties intend that the portion of the Trust Fund consisting
of Post-ARD Additional Interest on the ARD Mortgage Loans in the Mortgage Pool
and any successor REO Pooled Mortgage Loans with respect thereto and the Class V
Sub-Account shall constitute, and that the affairs of such portion of the Trust
Fund shall be conducted so as to qualify as, a Grantor Trust, and the provisions
hereof shall be interpreted consistently with this intention. In addition, the
parties intend that the portion of the Trust Fund consisting of the REMIC I
Residual Interest, the REMIC II Residual Interest and the REMIC III Residual
Interest shall constitute, and the affairs of such portion of the Trust Fund
shall be conducted so as to qualify as, a Grantor Trust, and the provisions
hereof shall be interpreted consistently with this intention. The Tax
Administrator shall also perform on behalf of each Grantor Trust Pool all
reporting and other tax compliance duties that are the responsibility of such
Grantor Trust Pool under the Code or any compliance guidance issued by the IRS
or any state or local taxing authorities. The expenses of preparing and filing
such returns shall be borne by the Tax Administrator.

                                     -246-
<PAGE>

          SECTION 10.02. Depositor, Master Servicers, Special Servicers and
                         Fiscal Agent to Cooperate with Tax Administrator.

          (a) The Depositor shall provide or cause to be provided to the Tax
Administrator, within ten days after the Closing Date, all information or data
that the Tax Administrator reasonably determines to be relevant for tax purposes
as to the valuations and issue prices of the Certificates, including the price,
yield, prepayment assumption and projected cash flow of the Certificates.

          (b) Each of the Master Servicers, the Special Servicers and the Fiscal
Agent shall furnish such reports, certifications and information in its
possession, 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 Tax Administrator in order to enable it to perform its duties
under this Article X.



                                     -247-
<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 or any of the Non-Pooled Noteholders, (i) to cure any
ambiguity, (ii) to correct, modify or supplement any provision herein which may
be inconsistent with any other provision herein or to correct any error, (iii)
to make any other provisions with respect to matters or questions arising
hereunder which shall not be inconsistent with the then existing provisions
hereof, (iv) as evidenced by an Opinion of Counsel delivered to the Trustee, the
Master Servicers and the Special Servicers, to relax or eliminate (A) 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) or (B) any transfer restriction imposed on the Certificates pursuant
to Section 5.02(b) or Section 5.02(c) (if applicable law is amended or clarified
such that any such restriction may be relaxed or eliminated), (v) as evidenced
by an Opinion of Counsel delivered to the Trustee, either (X) 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 any REMIC Pool or either Grantor Trust Pool at least from the
effective date of such amendment, or (Y) 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 any REMIC Pool or either Grantor
Trust Pool, (vi) subject to Section 5.02(d)(iv), to modify, add to or eliminate
any of the provisions of Section 5.02(d)(i), (ii) or (iii), or (vii) to avoid an
Adverse Rating Event with respect to any Class of Rated Certificates; provided
that (I) no such amendment may significantly change the activities of the Trust;
and (II) any such amendment for the specific purposes described in clause (iii),
(iv) or (vii) above shall not adversely affect in any material respect the
interests of any Certificateholder or any third-party beneficiary to this
Agreement or any provision hereof, as evidenced by the Trustee's and Certificate
Administrator's receipt of an Opinion of Counsel to that effect (or,
alternatively, in the case of a Class of Rated Certificates, written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event with respect to any Class
of Rated Certificates); (III) with respect to any such amendment for the
specific purposes described in clause (iii) above, the Trustee and the
Certificate Administrator shall receive written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to any Class of Rated Certificates; and
(IV) no such amendment may adversely affect the Shell Plaza Non-Pooled
Subordinate Noteholder without the written consent of the Shell Plaza Non-Pooled
Subordinate Noteholder. This Agreement may also be amended from time to time by
the mutual agreement of the parties hereto, without the consent of any of the
Certificateholders, as and to the extent provided by Section 8.15(d).

          (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 not less than 66-2/3% of the Voting Rights allocated to all of the
Classes that are materially affected by the amendment and without the consent of
any of the Non-Pooled Noteholders, 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 Pooled
Mortgage Loans and/or REO Properties which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in clause (i) above,
without the consent of the Holders of all Certificates of such Class, (iii)
modify the provisions of this Section 11.01 or the definition of "Servicing
Standard", without the consent of the Holders of all Certificates then
outstanding, (iv) significantly change the activities of the Trust, without the
consent of the Holders of Certificates entitled to not less than 51% of all the
Voting Rights (not taking into account Certificates held by the Depositor or any
Pooled Mortgage Loan Seller or any of their respective Affiliates or agents),
(v) adversely affect in any material respect the interests of any third-party
beneficiary to this Agreement or any


                                     -248-
<PAGE>

provision herein, without the consent of such third-party beneficiary or (vi)
adversely affect the Shell Plaza Non-Pooled Subordinate Noteholder, without the
consent of the Shell Plaza Non-Pooled Subordinate Noteholder. The Trustee shall
not agree to amend any Pooled Mortgage Loan Purchase Agreement in any manner
that would adversely affect in any material respect the interests of the Holders
of any Class of Certificates, except with the consent of the Holders of all
Certificates of such Class. 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 or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to the matters described above as they would if registered in the name
of any other Person.

          (c) Notwithstanding any contrary provision of this Agreement, none of
the Certificate Administrator, the Trustee, the Master Servicers or the Special
Servicers 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
neither such amendment nor the exercise of any power granted to any party hereto
in accordance with such amendment will result in an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
either Grantor Trust Pool.

          (d) Promptly after the execution and delivery of any amendment by all
parties thereto, the Certificate Administrator shall deliver a copy thereof to
each Certificateholder, each Rating Agency and each Serviced Non-Pooled Mortgage
Loan Noteholder.

          (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, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

          (f) The Trustee and the Certificate Administrator each may but shall
not be obligated to enter into any amendment pursuant to this Section 11.01 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
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 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 Trustee at the expense of the Trust (payable out of the
Distribution Account), but only if (i) a Master Servicer or Special Servicer, as
applicable, determines in its reasonable good faith judgment, that such
recordation materially and beneficially affects the interests of the
Certificateholders and so informs the Trustee in writing and (ii) the
Controlling Class Representative consents.

          (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 or Non-Pooled
Noteholder shall not operate to terminate this Agreement or the Trust, nor
entitle such Certificateholder's or Non-Pooled Noteholder's legal


                                     -249-
<PAGE>

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 or Non-Pooled Noteholder 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 and/or Non-Pooled Noteholders from time to time as partners
or members of an association; nor shall any Certificateholder or Non-Pooled
Noteholder be under any liability to any third party by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.

          (c) No Certificateholder or Non-Pooled Noteholder 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 Person previously shall
have given to the Trustee a written notice of default hereunder, and of the
continuance thereof, as hereinbefore provided, and unless also (except in the
case of a default by the Trustee) the Holders of Certificates entitled to at
least 25% of the Voting Rights (in the case of a Certificateholder) or the
related Non-Pooled Noteholder, as the case may be, 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 any other Holders of
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, 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 substantive laws of the State of New York applicable to agreements made
and to be performed entirely in said State, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws. The parties hereto intend that the provisions of Section 5-1401 of the New
York General Obligations Law shall apply to this Agreement.

          SECTION 11.05. Notices.

          Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to or, in the case of
telecopy notice, when received: (i) in the case of the Depositor, 383 Madison
Avenue, New York, New York 10179, Attention: J. Christopher Hoeffel (with a copy
to Joseph Jurkowski, Esq., telecopy number: (917) 849-1179); (ii) in the case of
PAR as a Master Servicer, Prudential Asset Resources Inc., 2200 Ross Avenue,
Suite 4200E, Dallas, Texas, 75201, Attention: Ann Hambly, telecopy number: (214)
777-4556; (iii) in the case of WFB as a Master Servicer, Wells Fargo Bank,
National Association, 45 Fremont Street, 2nd Floor, San Francisco, California
94105, Attention: Commercial Mortgage Servicing (with a copy to Robert F.
Darling, Esq., Wells Fargo Bank, National Association, 633 Folsom Street, 7th
Floor, San Francisco, California 94111); (iv) in the case of the General Special
Servicer, ARCap Servicing, Inc., 5605 N. MacArthur Boulevard, Suite 950, Irving,
Texas 75038, Attention: Larry Duggins, telecopy number (972) 580-3888 (with a
copy to Chris Couch, ARCap Servicing, Inc., 5605 N. MacArthur Boulevard, Suite
950, Irving, Texas 75038, telecopy number (972) 580-2808); (v) in the case of
the Shell Plaza Special Servicer, Prudential Asset Resources, Inc., Two Ravina
Drive, Suite 1400, Atlanta, Georgia, Attention: Legal Department, telecopy
number (770) 392-0944);


                                     -250-
<PAGE>

(vi) in the case of WFB as the Certificate Registrar, Certificate Administrator
and Tax Administrator, Wells Fargo Bank, National Association, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
Administration (CMBS), Bear Stearns Commercial Mortgage Securities Inc.,
2004-PWR4, telecopy number: (410) 884-2360; (vii) in the case of the Trustee,
LaSalle Bank National Association, 135 South LaSalle, Suite 1625, Chicago,
Illinois 60603, Attention: Asset Backed Securities Trust Services Group, Bear
Stearns Commercial Mortgage Securities Inc., 2004-PWR4, telecopy number: (312)
904-2084; (viii) in the case of the Fiscal Agent, ABN AMRO Bank N.V., 135 South
LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Asset Backed Securities
Trust Services Group, Bear Stearns Commercial Mortgage Securities Inc.,
2004-PWR4, telecopy number: (312) 904-2084; (ix) in the case of the Rating
Agencies, (A) Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007, Attention: Commercial MBS Monitoring Department, facsimile number:
(212) 553-4392, and (B) Fitch, Inc., One State Street Plaza, New York, New York
10004, Attention: Commercial Mortgage Surveillance; and (x) in the case of any
Pooled Mortgage Loan Seller, the address for notices to such Pooled Mortgage
Loan Seller under the related Pooled Mortgage Loan Purchase Agreement; or as to
each such Person such other address and/or telecopy number 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
covenant(s), agreement(s), provision(s) or term(s) 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 parties hereto, their respective successors and assigns and,
as third party beneficiaries (with all right to enforce the obligations
hereunder intended for their benefit as if a party hereto), the Underwriters,
the Designated Sub-Servicers and the non-parties referred to in Sections 6.03,
8.05, and Section 3.22(f) and all such provisions shall inure to the benefit of
the Certificateholders. Each of the Designated Sub-Servicers shall be a
third-party beneficiary to the obligations of a successor Master Servicer under
Section 3.22; provided that the sole remedy for any claim by a Designated
Sub-Servicer as third party beneficiary pursuant to this Section 11.07 shall be
against a successor Master Servicer in its corporate or company capacity and no
such Designated Sub-Servicer shall have any rights or claims against the Trust
Fund or any party hereto (other than such successor Master Servicer) as a result
of any rights conferred on such Designated Sub-Servicer as a third-party
beneficiary under this Section 11.07. The Non-Pooled Noteholders (other than any
Non-Pooled Noteholder that is same Person as or an Affiliate of the related
Borrower) and any designees thereof acting on behalf of or exercising the rights
of such Non-Pooled Noteholders shall be third-party beneficiaries to this
Agreement with respect to their rights as specifically provided for herein.

          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.

                                     -251-
<PAGE>

          SECTION 11.09. Notices to and from the Rating Agencies and the
Depositor.

          (a) The Trustee (or, with respect to items (v) and (vii) below, the
Certificate Administrator) shall promptly provide notice to each Rating Agency
and the Depositor (and, with respect to items (i), (ii) and (iii) below, each
Serviced Non-Pooled Mortgage Loan Noteholder; provided that notice with respect
to item (ii) below shall be given within one Business Day of the Trustee's
actual knowledge thereof) with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

               (i) any material change or amendment to this Agreement;

               (ii) the occurrence of any Event of Default that has not been
     cured;

               (iii) the resignation, termination, merger or consolidation of
     any Master Servicer or Special Servicer and the appointment of a successor;

               (iv) the appointment, resignation or removal of a Fiscal Agent;

               (v) any change in the location of the Distribution Account, the
     Interest Reserve Account or the Excess Liquidation Proceeds Account;

               (vi) any repurchase or substitution of a Mortgage Loan by a
     Pooled Mortgage Loan Seller as contemplated by Section 2.03; and

               (vii) the final payment to any Class of Certificateholders.

          (b) Each Master Servicer shall promptly provide notice to each Rating
Agency and the Depositor 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; and

               (ii) any change in the location of its Collection Account,
     Companion Note Custodial Account or Shell Plaza Subordinate Note Custodial
     Account, as applicable.

          (c) Each of the Master Servicers and the Special Servicers shall
promptly furnish (in hard copy format or through use of a Master Servicer's
internet website), to each Rating Agency copies of the following items (in each
case, at or about the same time that it delivers or causes the delivery of such
item to the Trustee):

               (i) each of its Annual Performance Certifications;

               (ii) each of its Annual Accountants' Reports;

               (iii) each report prepared pursuant to Section 3.09(e);

               (iv) to the extent so required by a Rating Agency to confirm any
     rating assigned thereby to any Class of Rated Certificates, such other
     information in the possession of the applicable Master Servicer and/or
     Special Servicer as such Rating Agency may reasonably request.

          (d) The Certificate Administrator shall promptly deliver or otherwise
make available to each Rating Agency (in hard copy format or through use of the
Certificate Administrator's internet website) a copy of each Certificateholder
Report forwarded to the Holders of the Certificates (in each case, at or about
the same time that it delivers such Certificateholder Report to such Holders).
Any Restricted Servicer Reports delivered electronically as aforesaid shall be
accessible on the Certificate Administrator's internet website on a restricted
basis.

                                     -252-
<PAGE>

          (e) The parties intend that each Rating Agency provide to the Trustee,
upon request, a listing of the then-current rating (if any) assigned by such
Rating Agency to each Class of Certificates then outstanding.

          SECTION 11.10. Notices to Controlling Class Representative.

          The Trustee, the Master Servicers and the Special Servicers shall each
deliver to the Controlling Class Representative a copy of each notice or other
item of information such Person is required to deliver to the Rating Agencies
pursuant to Section 11.09, in each case simultaneously with the delivery thereof
to the Rating Agencies, to the extent not already delivered to the Controlling
Class Representative pursuant to this Agreement.

          SECTION 11.11. Complete Agreement.

          This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


                                     -253-
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                                  Depositor


                                By:  /s/ Michael Forastiere
                                   ---------------------------------------------
                                Name:  Michael A. Forastiere
                                Title: Vice President



                                PRUDENTIAL ASSET RESOURCES, INC.
                                  a Master Servicer and the Shell Plaza
                                  Special Servicer


                                By: /s/ C. Todd Moore
                                   ---------------------------------------------
                                Name:  C. Todd Moore
                                Title: Vice President



                                WELLS FARGO BANK, NATIONAL ASSOCIATION
                                a Master Servicer


                                By: /s/ Stewart McAdams
                                   ---------------------------------------------
                                Name:  Stewart McAdams
                                Title: Vice President



                                ARCAP SERVICING, INC.
                                General Special Servicer


                                By: /s/ James L. Duggins
                                   ---------------------------------------------
                                Name:  James L. Duggins
                                Title: President



                                       PSA


<PAGE>


                                WELLS FARGO BANK, NATIONAL ASSOCIATION
                                  Solely in its capacity as Certificate
                                  Administrator and Tax Administrator


                                By: /s/ Ruth H. Fussell
                                   ---------------------------------------------
                                Name:  Ruth H. Fussell
                                Title: Vice President



                                LASALLE BANK NATIONAL ASSOCIATION
                                  Trustee


                                By: /s/ Alyssa C. Stahl
                                   ---------------------------------------------
                                Name:  Alyssa C. Stahl
                                Title: Vice President



                                ABN AMRO BANK N.V.
                                  Fiscal Agent


                                By: /s/ Alyssa C. Stahl
                                   ---------------------------------------------
                                Name:  Alyssa C. Stahl
                                Title: Vice President



                                By: /s/ Cynthia Reis
                                   ---------------------------------------------
                                Name:  Cynthia Reis
                                Title: Sr. Vice President



                                THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                  Shell Plaza Non-Pooled Subordinate
                                  Noteholder

                                By: /s/ Richard L. Jarocki, Jr.
                                   ---------------------------------------------
                                Name:  Richard L. Jarocki, Jr.
                                Title: 2nd Vice President




                                       PSA


<PAGE>


STATE OF                     )
         ------------------  )  ss.:
COUNTY OF                    )
          -----------------

          On the ______ day of ______ 2004, before me, a notary public in and
for said State, personally appeared __________________, personally known to me
to be a _________________ of _________________________________________, one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.





                                         ---------------------------------------
                                                      Notary Public


[Notarial Seal]






                               Notary Page to PSA



<PAGE>



                                   EXHIBIT A-1

  FORM OF CLASS A-1, A-2, A-3, B, C, D, E, F, G, H, J, K, L, M, N, P, Q AND X
                                  CERTIFICATES


                   CLASS [ ] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES 2004-PWR4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

<TABLE>
<S>                                          <C>
Pass-Through Rate:  [____%                   Class [Principal Balance] [Notional Amount] of the
per annum][Variable]                         Class [ ] Certificates as of the Closing Date:
                                             $

Closing Date:  June [ ], 2004                Initial Certificate [Principal Balance] [Notional
                                             Amount] of this Certificate as of the Closing Date:
                                             $

First Distribution Date:                     Aggregate Stated Principal Balance of the Mortgage
July 12, 2004                                Loans as of the Closing Date ("Initial Pool
                                             Balance"):  $[                 ]

Master Servicer and Shell Plaza              Trustee:
 Special Servicer:                           LaSalle Bank National Association
Prudential Asset Resources, Inc.

Master Servicer:                             Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association       Wells Fargo Bank, National Association

General Special Servicer:                    Fiscal Agent:
ARCap Servicing, Inc.                        ABN AMRO Bank N.V.

Certificate No. [ ] -___                     CUSIP No.:
                                             ISIN No.:  ________________
</TABLE>




                                     A-1-1
<PAGE>

[FOR BOOK-ENTRY CERTIFICATES][UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE CERTIFICATE ADMINISTRATOR OR ANY AGENT THEREOF FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

[FOR PRIVATE CERTIFICATES][THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED
STATES, ITS TERRITORIES AND POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION
OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST
COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL
ASSOCIATION, ARCAP SERVICING, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS


                                     A-1-2
<PAGE>


CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES ONE OR
MORE "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A
"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[FOR SUBORDINATE CERTIFICATES][THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

[FOR PRINCIPAL BALANCE CERTIFICATES][THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.]

[FOR CLASS X CERTIFICATES][THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE
A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO
DISTRIBUTIONS OF PRINCIPAL.]

[FOR REGULATION S GLOBAL CERTIFICATES][PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF (A) THE CLOSING DATE AND (B) THE COMMENCEMENT OF THE INITIAL
OFFERING OF THE CERTIFICATES IN RELIANCE ON REGULATION S, THIS CERTIFICATE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR
TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED. NO BENEFICIAL OWNERS OF
THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

                  This certifies that [FOR BOOK-ENTRY CERTIFICATES: CEDE &
CO.][FOR DEFINITIVE CERTIFICATES: [ ]] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the [principal
balance][notional amount] of this Certificate (its "Certificate [Principal
Balance][Notional Amount]") as of the Closing Date by the aggregate [principal
balance][notional amount] of all the Class [ ] Certificates (their "Class
[Principal Balance][Notional Amount]") as of the Closing Date) in that certain
beneficial ownership interest in the Trust Fund evidenced by all the Class [ ]
Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2004 (the
"Agreement"), among Bear Stearns Commercial Mortgage


                                     A-1-3
<PAGE>


Securities Inc. as depositor (the "Depositor," which term includes any successor
entity under the Agreement), Prudential Asset Resources, Inc. ("PAR"), as a
master servicer (in such capacity, a "Master Servicer," which term includes any
successor entity under the Agreement) and as special servicer of the Shell Plaza
Loan Group (in such capacity, the "Shell Plaza Special Servicer"), Wells Fargo
Bank, National Association ("WFB"), as a master servicer (in such capacity, a
"Master Servicer," which term includes any successor entity under the
Agreement), as certificate administrator (in such capacity, the "Certificate
Administrator," which term includes any successor entity under the Agreement)
and as tax administrator (in such capacity, the "Tax Administrator," which term
includes any successor entity under the Agreement), ARCap Servicing, Inc. as
special servicer of all the mortgage loans other than the Shell Plaza Loan Group
(in such capacity, the "General Special Servicer," which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee," which term includes any successor entity under the
Agreement), ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent," which term
includes any successor entity under the Agreement) and The Prudential Insurance
Company of America, as Shell Plaza Non-Pooled Subordinate Noteholder (the "Shell
Plaza Non-Pooled Subordinate Noteholder," which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned thereto in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound. In the event that there is any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to all the Holders of the Class [ ] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five Business Days prior to
the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent Distribution Dates), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate [FOR PRINCIPAL BALANCE CERTIFICATES][(determined without regard
to any possible future reimbursement of any portion of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate)] will be
made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.


                                     A-1-4
<PAGE>

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess Liquidation
Proceeds Account, the REO Account (if established), the Shell Plaza Subordinate
Note Custodial Account, the Companion Note Custodial Account, and any other
accounts established pursuant to the Agreement may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  [FOR PRINCIPAL BALANCE CERTIFICATES][Any distribution to the
Holder of this Certificate in reduction of the Certificate Principal Balance
hereof is binding on such Holder and all future Holders of this Certificate and
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such distribution is made upon this
Certificate.]

                  This Certificate is issuable in fully registered form only
without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  [FOR PRIVATE CERTIFICATES][No transfer, sale, pledge or other
disposition of this Certificate or any interest herein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
securities or blue sky laws of any state or other jurisdiction within the United
States, its territories and possessions, or is otherwise made in accordance with
the Securities Act and such other securities or blue sky laws. If a transfer of
this Certificate is to be made without registration under the Securities Act,
then (except in limited circumstances specified in the Agreement) the
Certificate Registrar shall refuse to register such transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A or as Exhibit F-2B to the Agreement; or (ii) an Opinion
of Counsel satisfactory to the Certificate Administrator to the effect that such
prospective Transferee is an Institutional Accredited Investor or a Qualified
Institutional Buyer and such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund, the Depositor, either Master Servicer, either Special Servicer, the
Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal Agent
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.]

                  [FOR PRIVATE CERTIFICATES][If this Certificate constitutes a
Rule 144A Global Certificate and a transfer of any interest in this Certificate
is to be made without registration under the Securities Act, then (except under
limited circumstances specified in the


                                     A-1-5
<PAGE>


Agreement) 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 F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below or
under such other limited circumstances as are provided in the Agreement, if this
Certificate constitutes a Rule 144A Global Certificate, then interests herein
shall not be transferred to any Person who takes delivery in the form of an
interest in anything other than a Rule 144A Global Certificate.]

                  [FOR PRIVATE CERTIFICATES][Except under such limited
circumstances as are provided in the Agreement, if this Certificate constitutes
a Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person who takes delivery in the form of a beneficial interest in this
Certificate. If the transfer occurs on or prior to the Release Date, then the
Certificate Owner desiring to effect such transfer shall be required to obtain
from such Certificate Owner's prospective Transferee a written certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.]

                  [FOR PRIVATE CERTIFICATES][Notwithstanding the foregoing, any
interest in a Rule 144A Global Certificate may be transferred by any Certificate
Owner holding such interest to any Institutional Accredited Investor (other than
a Qualified Institutional Buyer) who takes delivery in the form of a Definitive
Certificate of the same Class as such Global Certificate upon delivery to the
Certificate Registrar and the Certificate Administrator of (i) such
certifications and/or opinions as are contemplated above with respect to
transfers of this Certificate in definitive form and (ii) such written orders
and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Certificate Administrator
to debit the account of a Depository Participant by a denomination of interests
in such Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Certificate Administrator, subject to
and in accordance with the applicable procedures of the Depository, shall reduce
the denomination of the subject Global Certificate, and cause a Definitive
Certificate of the same Class as such Global Certificate, and in a denomination
equal to the reduction in the denomination of such Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.]

                  [FOR PRIVATE CERTIFICATES][None of the Depositor, the
Underwriters, the Certificate Administrator, the Trustee, the Fiscal Agent, the
Master Servicers, the Special Servicers, the Tax Administrator or the
Certificate Registrar is obligated to register or qualify the Class [ ]
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of this
Certificate or any interest herein without registration or qualification. Any
Certificateholder or Certificate Owner desiring to effect a transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the

                                     A-1-6
<PAGE>

Fiscal Agent, each Master Servicer, each Special Servicer, the Tax 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 or the provisions described above.]

                  [FOR BOOK-ENTRY CERTIFICATES][The Global Certificates shall be
deposited with the Certificate Administrator as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depsoitory.]

                  No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing this Certificate or any interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a non-exempt violation of Section 406 or
407 of ERISA or Section 4975 of the Code or would result in the imposition of an
excise tax under Section 4975 of the Code. [FOR PRIVATE CERTIFICATES][Except in
limited circumstances, the Certificate Registrar shall refuse to register the
transfer of this Certificate (and, if applicable, any Certificate Owner shall
refuse to transfer an interest in this Certificate), unless it has received from
the prospective Transferee either (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification to the effect that the
purchase and holding of this Certificate by such prospective Transferee are
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes on such prohibited transactions imposed under
Section 4975 (a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
investment grade rated and is being acquired by, on behalf of or with assets of
a Plan in reliance upon Prohibited Transaction Exemption 90-30 or 90-29, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Certificate Administrator, the Depositor, any Pooled Mortgage Loan Seller,
either Master Servicer, either Special Servicer, any Sub-Servicer, any Person
responsible for servicing of any Non-Trust Serviced Pooled Mortgage Loan any
Exemption-Favored Party or any Borrower with respect to Pooled Mortgage Loans
constituting more than 5% of the aggregate unamortized principal of all the
Pooled Mortgage Loans determined as of the Closing Date, or by an Affiliate of
any such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfied the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
(or, if applicable, the Certificate Owner effecting the transfer) that such
transfer will not result in a violation of Section 406 or 407 of ERISA or
Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.]



                                     A-1-7
<PAGE>

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No service charge will be imposed for any transfer or exchange
of this Certificate, but the Certificate Administrator 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 this Certificate.

                  [FOR BOOK-ENTRY CERTIFICATES][Notwithstanding the foregoing,
for so long as this Certificate is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book-entry
facilities of DTC, and accordingly, this Certificate shall constitute a
Book-Entry Certificate.]

                  The Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Tax Administrator, the Fiscal Agent or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Administrator, the Tax Administrator,
the Fiscal Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon payment (or provision for payment) to the Certificateholders of
all amounts held by the Certificate Administrator on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the final payment or other liquidation (or any advance with respect thereto)
of the last Pooled Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by one or both Master Servicers, the General Special Servicer
or any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund; and (iii)
the exchange by the Sole Certificateholder(s) of all the Certificates for all
Pooled Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, either or both Master Servicers, the
General Special Servicer or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders to purchase from the Trust Fund
all the Mortgage Loans and each REO Property remaining therein. The exercise of
such right may effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being 1.0% or less of the Initial Pool Balance.


                                     A-1-8
<PAGE>

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the parties thereto and the rights of the Certificateholders
under the Agreement at any time by the parties to the Agreement (exclusive of
the Shell Plaza Non-Pooled Subordinate Noteholder) with the consent of the
Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights
allocated to all of the Classes materially affected by the amendment and, if
adversely affected by the amendment, the Shell Plaza Non-Pooled Subordinate
Noteholder and/or any third-party beneficiary. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of any REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
laws of the State of New York applicable to agreements negotiated, made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.






                                     A-1-9
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on its behalf by the Certificate Registrar.

                                 WELLS FARGO BANK, N.A.
                                 not in its individual capacity but solely
                                 as Certificate Registrar


                             By:
                                 -------------------------------------------
                                 Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [ ] Certificates referred to in the
within-mentioned Agreement.

Dated:

                                 WELLS FARGO BANK, N.A.
                                 not in its individual capacity but solely as
                                 Authenticating Agent


                             By:
                                 -------------------------------------------
                                 Authorized Representative






                                     A-1-10
<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto___________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
_______________________________________________________________________________.


Dated:

                                       -------------------------------------
                                       Signature by or on behalf of Assignor


                                       -------------------------------------
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________

                  Distributions made by check (such check to be made payable to
____________________) and all applicable statements and notices should be mailed
to___________________________________.

                  This information is provided by______________________________,
the Assignee named above, or __________________________________________________,
as its agent.

                                     A-1-11

<PAGE>


              [FOR BOOK ENTRY-CERTIFICATES INSERT THIS SCHEDULE A]

                                   SCHEDULE A

                    SCHEDULE OF EXCHANGES IN GLOBAL SECURITY

         The following exchanges of a part of this Global Security have been
made:

<TABLE>
<CAPTION>
                                                                                                  Signature of
                           Amount of              Amount of           Principal Amount of          authorized
Date of Exchange     Decrease in Principal       Increase in          this Global Security         officer of
                        Amount of this        Principal Amount           following such            Trustee or
                        Global Security        of this Global        decrease (or increase)        securities
                                                  Security                                         custodian
------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>                    <C>                          <C>




































</TABLE>


                                     A-1-12
<PAGE>


                                   EXHIBIT A-2

                          FORM OF CLASS R CERTIFICATES


                           CLASS R COMMERCIAL MORTGAGE
                   PASS-THROUGH CERTIFICATE, SERIES 2004-PWR4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

<TABLE>
<S>                                                         <C>
Closing Date:  June [ ], 2004                               Percentage Interest evidenced by
                                                            this Class R Certificate: ___%

First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
July 12, 2004                                               Loans as of the Closing Date ("Initial Pool
                                                            Balance"):  $[                  ]

Master Servicer and Shell Plaza Special Servicer:           Trustee:
Prudential Asset Resources, Inc.                            LaSalle Bank National Association

Master Servicer :                                           Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association                      Wells Fargo Bank, National Association

General Special Servicer:                                   Fiscal Agent:
ARCap Servicing, Inc.                                       ABN AMRO Bank N.V.

Certificate No. R-___
</TABLE>






                                     A-2-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST
COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL
ASSOCIATION, ARCAP SERVICING, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED
BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE "RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" (EACH A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A


                                     A-2-2
<PAGE>

CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.

                  This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class R Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2004
(the "Agreement"), among Bear Stearns Commercial Mortgage Securities Inc. as
depositor (the "Depositor," which term includes any successor entity under the
Agreement), Prudential Asset Resources, Inc. ("PAR"), as a master servicer (in
such capacity, a "Master Servicer," which term includes any successor entity
under the Agreement) and as special servicer of the Shell Plaza Loan Group (in
such capacity, the "Shell Plaza Special Servicer"), Wells Fargo Bank, National
Association ("WFB"), as a master servicer (in such capacity, a "Master
Servicer," which term includes any successor entity under the Agreement), as
certificate administrator (in such capacity, the "Certificate Administrator,"
which term includes any successor entity under the Agreement) and as tax
administrator (in such capacity, the "Tax Administrator," which term includes
any successor entity under the Agreement), ARCap Servicing, Inc. as special
servicer of all the mortgage loans other than the Shell Plaza Loan Group (in
such capacity, the "General Special Servicer," which term includes any successor
entity under the Agreement), LaSalle Bank National Association, as trustee (the
"Trustee," which term includes any successor entity under the Agreement), ABN
AMRO Bank N.V., as fiscal agent (the "Fiscal Agent," which term includes any
successor entity under the Agreement) and The Prudential Insurance Company of
America, as Shell Plaza Non-Pooled Subordinate Noteholder (the "Shell Plaza
Non-Pooled Subordinate Noteholder," which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned thereto in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound. In
the event that there is any conflict between any provision of this Certificate
and any provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to all the Holders of the Class R Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five Business Days prior to
the related


                                     A-2-3
<PAGE>

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. Notwithstanding the foregoing, the final distribution on this
Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess Liquidation
Proceeds Account, the REO Accounts (if established), the Shell Plaza Subordinate
Note Custodial Account, the Companion Note Custodial Account, and any other
accounts established pursuant to the Agreement may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  This Certificate is issuable in fully registered form only
without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities or blue sky
laws of any state or other jurisdiction within the United States, its
territories and possessions, or is otherwise made in accordance with the
Securities Act and such other securities or blue sky laws. If a transfer of this
Certificate is to be made without registration under the Securities Act, then
(except in limited circumstances specified in the Agreement) the Certificate
Registrar shall refuse to register such transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached as
Exhibit F-2A to the Agreement; or (ii) an Opinion of Counsel satisfactory to the
Certificate Administrator to the effect that such prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund, the Depositor, either Master Servicer, either Special Servicer,
the Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.

                  None of the Depositor, the Underwriters, the Certificate
Administrator, the Trustee, the Fiscal Agent, the Master Servicers, the Special
Servicers, the Tax Administrator or the Certificate Registrar is obligated to
register or qualify the Class R Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the



                                     A-2-4
<PAGE>

Agreement to permit the transfer of this Certificate or any interest herein
without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the
Certificate Administrator, the Trustee, each Master Servicer, each Special
Servicer, the Fiscal Agent, the Tax 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 or the provisions described
in the six preceding paragraphs.

                  No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or Section or Code (each, a "Plan"), or (B) to any Person who
is directly or indirectly purchasing this Certificate or any interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by its acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Certificate Administrator (i) to deliver
payments to a Person other than such Person and (ii) to negotiate the terms of
any mandatory disposition, to execute all instruments of Transfer and to do all
other things necessary in connection with any such disposition. Each Person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee and shall promptly notify the Certificate Administrator and
the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee. Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee, if a Responsible Officer of
either the Certificate Registrar or the Certificate Administrator has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in this Certificate to such proposed
Transferee shall be effected. In connection therewith, the Certificate Registrar


                                     A-2-5
<PAGE>

shall not register the transfer of an Ownership Interest in this Certificate to
any entity classified as a partnership under the Code unless at the time of
transfer, all of its beneficial owners are United States Persons.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest herein unless it
provides to the Certificate Registrar a certificate substantially in the form
attached as Exhibit H-2 to the Agreement stating that, among other things, it
has no actual knowledge that such other Person is not a Permitted Transferee.
Each Person holding or acquiring an Ownership Interest in this Certificate, by
purchasing such Ownership Interest herein, agrees to give the Certificate
Administrator and the Tax 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 such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder".

                  If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator 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, certifications and/or agreements with respect to each such account
described above in this Certificate.

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Certificate Administrator and the Tax Administrator the following: (a)
written confirmation from each Rating Agency to the effect that the modification
of, addition to or elimination of such provisions will not result in an Adverse
Rating Event; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Administrator and the Tax Administrator, to the effect that
such modification of, addition to or elimination of such provisions will not
cause any REMIC Pool to cease to qualify as a REMIC or be subject to an
entity-level tax caused by the Transfer of a Class R Certificate to a Person
that 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
Class R Certificate to a Person that is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee other than a
"Disqualified Organization", a "Disqualified Non-United States Tax Person" or a
"Disqualified Partnership" (each as defined in the Agreement) and other than a
foreign permanent establishment or fixed base (each within the meaning of any
applicable income tax treaty) of a United States Tax Person or any other Person
as to whom the transfer of this Certificate may cause any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificate is outstanding.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate


                                     A-2-6
<PAGE>

Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No service charge will be imposed for any transfer or exchange
of this Certificate, but the Certificate Administrator 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 this Certificate.

                  The Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Tax Administrator, the Fiscal Agent or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Administrator, the Tax Administrator,
the Fiscal Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon payment (or provision for payment) to the Certificateholders of
all amounts held by the Certificate Administrator on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the final payment or other liquidation (or any advance with respect thereto)
of the last Pooled Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by one or both Master Servicers, the General Special Servicer
or any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund; and (iii)
the exchange by the Sole Certificateholder(s) of all the Certificates for all
Pooled Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, either or both Master Servicers, the
General Special Servicer or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders to purchase from the Trust Fund
all the Mortgage Loans and each REO Property remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the parties thereto and the rights of the Certificateholders
under the Agreement at any time by the parties to the Agreement (exclusive of
the Shell Plaza Non-Pooled Subordinate Noteholder) with the consent of the
Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights
allocated to all of the Classes materially affected by the amendment and, if
adversely affected by the amendment, the Shell Plaza Non-Pooled Subordinate
Noteholder and/or any third-party beneficiary. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made


                                     A-2-7
<PAGE>


upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, including any amendment necessary to maintain the
status of any REMIC Pool as a REMIC, without the consent of the Holders of any
of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
laws of the State of New York applicable to agreements negotiated, made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.









                                     A-2-8
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on its behalf by the Certificate Registrar.

                                WELLS FARGO BANK, N.A.
                                not in its individual capacity but solely as
                                Certificate Registrar


                            By:
                               ---------------------------------------------
                                Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R Certificates referred to in the
within-mentioned Agreement.

Dated:

                                WELLS FARGO BANK, N.A.
                                not in its individual capacity but solely as
                                Authenticating Agent


                            By:
                               ---------------------------------------------
                                Authorized Representative








                                     A-2-9
<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto____________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
________________________________________________________________________________


Dated:

                                -------------------------------------
                                Signature by or on behalf of Assignor


                                -------------------------------------
                                Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

                  Distributions made by check (such check to be made payable
to_____________________) and all applicable statements and notices should be
mailed to ________________________________.

                  This information is provided by _____________________________,
the Assignee named above, or __________________________________________________,
as its agent.






                                     A-2-10
<PAGE>


                                   EXHIBIT A-3

                          FORM OF CLASS V CERTIFICATES


                           CLASS V COMMERCIAL MORTGAGE
                   PASS-THROUGH CERTIFICATE, SERIES 2004-PWR4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

<TABLE>
<S>                                                         <C>
Closing Date:  June [ ], 2004                               Percentage Interest evidenced by this Class V
                                                            Certificate:  ______%

First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
July 12, 2004                                               Loans as of the Closing Date ("Initial Pool
                                                            Balance"):  $[                   ]

Master Servicer and Shell Plaza Special Servicer:           Trustee:
Prudential Asset Resources, Inc.                            LaSalle Bank National Association

Master Servicer:                                            Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association                      Wells Fargo Bank, National Association

General Special Servicer:                                   Fiscal Agent:
ARCap Servicing, Inc.                                       ABN AMRO Bank N.V.

Certificate No. V-___
</TABLE>






                                     A-3-1
<PAGE>



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST
COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL
ASSOCIATION, ARCAP SERVICING, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED
BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS, SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

                  This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class V Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2004
(the "Agreement"), among Bear Stearns Commercial Mortgage Securities Inc. as
depositor (the "Depositor," which term includes any successor entity under the
Agreement),


                                     A-3-2
<PAGE>

Prudential Asset Resources, Inc. ("PAR"), as a master servicer (in such
capacity, a "Master Servicer," which term includes any successor entity under
the Agreement) and as special servicer of the Shell Plaza Loan Group (in such
capacity, the "Shell Plaza Special Servicer"), Wells Fargo Bank, National
Association ("WFB"), as a master servicer (in such capacity, a "Master
Servicer," which term includes any successor entity under the Agreement), as
certificate administrator (in such capacity, the "Certificate Administrator,"
which term includes any successor entity under the Agreement) and as tax
administrator (in such capacity, the "Tax Administrator," which term includes
any successor entity under the Agreement), ARCap Servicing, Inc. as special
servicer of all the mortgage loans other than the Shell Plaza Loan Group (in
such capacity, the "General Special Servicer," which term includes any successor
entity under the Agreement), LaSalle Bank National Association, as trustee (the
"Trustee," which term includes any successor entity under the Agreement), ABN
AMRO Bank N.V., as fiscal agent (the "Fiscal Agent," which term includes any
successor entity under the Agreement) and The Prudential Insurance Company of
America, as Shell Plaza Non-Pooled Subordinate Noteholder (the "Shell Plaza
Non-Pooled Subordinate Noteholder," which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned thereto in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound. In
the event that there is any conflict between any provision of this Certificate
and any provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to all the Holders of the Class V Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five Business Days prior to
the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent Distribution Dates), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess


                                     A-3-3
<PAGE>

Liquidation Proceeds Account, the REO Accounts (if established), the Shell Plaza
Subordinate Note Custodial Account, the Companion Note Custodial Account, and
any other accounts established pursuant to the Agreement may be made from time
to time for purposes other than, and, in certain cases, prior to, distributions
to Certificateholders, such purposes including the reimbursement of advances
made, or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

                  This Certificate is issuable in fully registered form only
without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities or blue sky
laws of any state or other jurisdiction within the United States, its
territories and possessions, or is otherwise made in accordance with the
Securities Act and such other securities or blue sky laws. If a transfer of this
Certificate is to be made without registration under the Securities Act, then
(except in limited circumstances specified in the Agreement) the Certificate
Registrar shall refuse to register such transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached as
Exhibit F-2A to the Agreement; or (ii) an Opinion of Counsel satisfactory to the
Certificate Administrator to the effect that such prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund, the Depositor, either Master Servicer, either Special Servicer,
the Trustee, any Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.

                  None of the Depositor, the Underwriters, the Certificate
Administrator, the Trustee, the Fiscal Agent, the Master Servicers, the Special
Servicers, the Tax Administrator or the Certificate Registrar is obligated to
register or qualify the Class V Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of this Certificate or any interest herein
without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the
Trustee, the Certificate Administrator, the Tax Administrator, each Master
Servicer, each Special Servicer, the Fiscal Agent 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 or the provisions described
in the six preceding paragraphs.

                  No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such


                                     A-3-4
<PAGE>

plans, accounts or arrangements are invested, including insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in limited
circumstances, the Certificate Registrar shall refuse to register the transfer
of this Certificate unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee that such transfer will not result in
a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code.

                  If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator 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, certifications and/or agreements with respect to each such account
described above in this Certificate.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No service charge will be imposed for any transfer or exchange
of this Certificate, but the Certificate Administrator 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 this Certificate.

                  The Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Tax Administrator, the Fiscal Agent or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Administrator, the Tax Administrator,
the Fiscal Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.


                                     A-3-5
<PAGE>

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon payment (or provision for payment) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be paid to them
pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Pooled
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the purchase by
one or both Master Servicers, the General Special Servicer or any single
Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund; and (iii)
the exchange by the Sole Certificateholder(s) of all the Certificates for all
Pooled Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, either or both Master Servicers, the
General Special Servicer or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders to purchase from the Trust Fund
all the Mortgage Loans and each REO Property remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the parties thereto and the rights of the Certificateholders
under the Agreement at any time by the parties to the Agreement (exclusive of
the Shell Plaza Non-Pooled Subordinate Noteholder) with the consent of the
Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights
allocated to all of the Classes materially affected by the amendment and, if
adversely affected by the amendment, the Shell Plaza Non-Pooled Subordinate
Noteholder and/or any third-party beneficiary. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of any REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
laws of the State of New York applicable to agreements negotiated, made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.



                                     A-3-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on its behalf by the Certificate Registrar.

                                 WELLS FARGO BANK, N.A.
                                 not in its individual capacity but solely as
                                 Certificate Registrar


                             By:
                                 --------------------------------------------
                                 Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:

                                 WELLS FARGO BANK, N.A.
                                 not in its individual capacity but solely as
                                 Authenticating Agent


                             By:
                                 --------------------------------------------
                                 Authorized Representative






                                     A-3-7
<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto____________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
________________________________________________________________________________


Dated:

                                  -------------------------------------
                                  Signature by or on behalf of Assignor


                                  -------------------------------------
                                  Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

                  Distributions made by check (such check to be made payable
to _________________) and all applicable statements and notices should be mailed
to _______________________________________.

                  This information is provided by _____________________________,
the Assignee named above, or __________________________________________________,
as its agent.





                                     A-3-8
<PAGE>


                                    EXHIBIT B

                   LETTERS OF REPRESENTATIONS AMONG DEPOSITOR,
                CERTIFICATE ADMINISTRATOR AND INITIAL DEPOSITARY



                                  [See Tab 16]























                                      B-1


<PAGE>


                                     [LOGO]

          BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)--
            WITHOUT OWNER OPTION TO REDEEM/PASS-THROUGH SECURITIES/
                           AND ASSET-BACKED SECURITIES

                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

                Bear Stearns Commercial Mortgage Trust 2004-PWR4
                ------------------------------------------------
                                [Name of Issuer]*

                     Wells Fargo Bank, National Association
                     --------------------------------------
                                 [Name of Agent]

                                                                 June 30, 2004
                                                                 -------------
                                                                      [Date]

Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

     Re:  Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4
          ---------------------------------------------------------------
          Class A-1, Class A-2, Class A-3, Class B, Class C, Class D,
          ---------------------------------------------------------------
          and Class E Certificates
          ---------------------------------------------------------------
                      [Issue description (the "Securities"]

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to certain matters
relating to the Securities. Agent shall act as trustee, paying agent, fiscal
agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated   June 1, 2004   (the "Document"). See Rider 1
                         ---------------                   --------------------
                                                              ["Underwriter/
                                                             Placement Agent"]

* All Obligations hereunder of the Issuer will be performed by Bear Stearns
Commercial Mortgage Securities Inc. as Depositor or the Depositor will cause the
Issuer to perform such obligations.

<PAGE>

distributing the Securities through The Depository Trust Company ("DTC").

     To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:

     1. Prior to closing on the Securities on June 30, 2004 there shall be
deposited with DTC one or more Security certificates registered in the name of
DTC's nominee, Cede & Co., for each stated maturity of the Securities in the
face amounts set forth on Schedule A hereto, the total of which represents 100%
of the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $400 million, one certificate shall be issued
with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

         Unless this certificate is presented by an authorized representative of
     The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
     its agent for registration of transfer, exchange, or payment, and any
     certificate issued is registered in the name of Cede & Co. or in such other
     name as is requested by an authorized representative of DTC (and any
     payment is made to Cede & Co. or to such other entity as is requested by an
     authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
     the registered owner hereof, Cede & Co., has an interest herein.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

     [The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.

     On each day on which Agent is open for business and on which it receives an
instruction originated by a DTC participant ("Participant") through DTC's
Deposit/Withdrawal at Custodian ("DWAC") system to increase the Participant's
account by a specified number of Securities (a "Deposit Instruction"), Agent
shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or cancel
the Deposit Instruction through the DWAC system.

     On each day on which Agent is open for business and on which it receives an
instruction originated by Participant through the DWAC system to decrease the
Participant's account by a specified number of Securities (a "Withdrawal
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Withdrawal Instruction through the DWAC system.


                                      -2-
<PAGE>


     Agent agrees that its approval of a Deposit or Withdrawal Instruction shall
be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]

     2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

     3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall send notice of such record date to DTC no fewer than 15
calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                             Supervisor, Proxy Unit
                             Reorganization Department
                             The Depository Trust Company
                             55 Water Street 50th Floor
                             New York, NY 10041-0099

     4. In the event of a full or partial redemption, Issuer or Agent shall send
a notice to DTC specifying: (a) the amount of the redemption or refunding; (b)
in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be no fewer
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:


                                      -3-
<PAGE>

                           Manager, Call Notification Department
                           The Depository Trust Company
                           711 Stewart Avenue
                           Garden City, NY 11530-4719

     5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent
to Security holders shall be sent to DTC specifying the terms of the tender and
the Publication Date of such notice. Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use and timeliness of such notice.) Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
directed to DTC's Reorganization Department at (212) 855-5488. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-5290. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                           Manager, Reorganization Department
                           Reorganization Window
                           The Depository Trust Company
                           55 Water Street 50th Floor
                           New York, NY 10041-0099

     6. It is understood that if the Security holders shall at any time have the
right to tender the Securities to Issuer and require that Issuer repurchase such
holders' Securities pursuant to the Document and Cede & Co., as nominee of DTC,
or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its Participants to tender
Securities for purchase. Issuer and Agent agree that such tender for purchase
may be made by DTC by means of a book-entry credit of such Securities to the
account of Agent, provided that such credit is made on or before the final day
of the applicable tender period. DTC agrees that promptly after the recording of
any such book-entry credit, it will provide to Agent an Agent Receipt and
Confirmation or the equivalent, in accordance with the Repayment Option
Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

     Agent shall send DTC notice regarding such optional tender by hand or by a
secure means (e.g., legible facsimile transmission, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days
prior to the expiration date of the applicable tender period. Such notice shall
state whether any partial redemption of the Securities is scheduled to occur
during the applicable optional tender

                                      -4-
<PAGE>

period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                            Supervisor, Put Bond Unit
                            Reorganization Department
                            The Depository Trust Company
                            55 Water Street 50th Floor
                            New York, NY 10041-0099

     7. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

     8. Issuer or Agent shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized denomination
if less than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably five, but no fewer than two,
business days prior to such payment date. Such notices, which shall also contain
the current pool factor, any special adjustments to principal/interest rates
(e.g., adjustments due to deferred interest or shortfall), and Agent contact's
name and telephone number, shall be sent by telecopy to DTC's Dividend
Department at (212) 855-4555, and receipt of such notices shall be confirmed by
telephoning (212) 855-4550. Notices to DTC, pursuant to this Paragraph, by mail
or by any other means, shall be sent to:

                            Manager, Announcements
                            Dividend Department
                            The Depository Trust Company
                            55 Water Street 25th Floor
                            New York, NY 10041-0099

     9. Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING,
AND SHALL CROSS OUT THE OTHER.] [The interest accrual period is record date to
record date.] SEE RIDER 2

     10. Issuer or Agent shall provide a written notice of interest payment
information, including the stated coupon rate information, to DTC as soon as the
information is available. Issuer or Agent shall provide such notice directly to
DTC electronically, as previously arranged by Issuer or Agent and DTC. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department as indicated in Paragraph 8.

                                      -5-
<PAGE>

     11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m. (Eastern
Time) on the payment date all such interest payments due Agent, or at such
earlier time as may be required by Agent to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.

     12. Issuer or Agent shall provide DTC's Dividend Department, no later than
12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

     13. Maturity and redemption payments allocated with respect to each CUSIP
number shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such maturity and redemption payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Redemption Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

     14. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

     15. Agent shall send DTC all periodic certificate holders remittance
reports with respect to the Securities. If sent by facsimile transmission, such
reports shall be sent to (212) 855-4777. If the party sending the report does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4590.

     16. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.


                                      -6-
<PAGE>

     17. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

     18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

     19. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any Participant having Securities credited to its DTC accounts.

     20. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

     21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

     22. This Letter of Representations shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.

     23. The sender of each notice delivered to DTC pursuant to this Letter of
Representations is responsible for confirming that such notice was properly
received by DTC.

     24. Issuer recognizes that DTC does not in any way undertake to, and shall
not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.

     25, Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit

                                      -7-
<PAGE>

at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

     26. Issuer and Agent shall comply with the applicable requirements stated
in DTC's Operational Arrangements, as they may be amended from time to time.
DTC's Operational Arrangements are posted on DTC's website at "www.DTC.org."

     27. The following rider(s), attached hereto, are hereby incorporated into
this Letter of Representations:


RIDER 1, RIDER 2, SCHEDULE A AND SCHEDULE B
--------------------------------------------------------------------------------

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


                                      -8-
<PAGE>


NOTES:
------

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                         Very truly yours,
                         Bear Stearns Commercial Mortgage Securities
                         Trust 2004-PWR4
                         By: Bear Stearns Commercial Mortgage Securities Inc.,
                         as Depositor
                         -------------------------------------------------------
                                               [Issuer]


                         By: /s/ illegible
                            ----------------------------------------------------
                                   [Authorized Officer's Signature]

                         Wells Fargo Bank, National Association
                         -------------------------------------------------------
                                               [Agent]

                         By:
                            ----------------------------------------------------
                                  [Authorized Officer's Signature]


Received and Accepted:
THE DEPOSITORY TRUST COMPANY











cc:  Underwriter/Placement Agent
     Underwriter's/Placement Agent's Counsel





                                      -9-
<PAGE>

NOTES:
------

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                        Very truly yours,
                        Bear Stearns Commercial Mortgage Securities
                        Trust 2004-PWR4
                        By: Bear Stearns Commercial Mortgage Securities Inc., as
                        Depositor
                        -------------------------------------------------------
                                            [Issuer]

                        By:
                           ----------------------------------------------------
                                  [Authorized Officer's Signature]

                        Wells Fargo Bank, National Association
                        -------------------------------------------------------
                                            [Agent]

                        By: /s/ illegible
                           ----------------------------------------------------
                                  [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

     By: /s/ Larry E. Thompson
        --------------------------------
        FUNDS SHOULD BE WIRED TO:

        THE CHASE MANHATTAN BANK
        ABA # 021 000 021
        FOR CREDIT TO A/C CEDE & CO.
        C/O THE DEPOSITORY TRUST COMPANY

        [SELECT APPROPRIATE ACCOUNT]

        DIVIDEND DEPOSIT ACCOUNT # 066-026776
        REDEMPTION DEPOSIT ACCOUNT # 066-027306
        REORGANIZATION DEPOSIT ACCOUNT # 066-027608

cc:     Underwriter/Placement Agent
        Underwriter's/Placement Agent's Counsel



                                      -10-
<PAGE>

                                                                          RIDERS
                                                                          ------

1. Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Wells Fargo Brokerage Services, LLC are

2. The interest accrual period for any distribution date will be the calendar
month immediately preceeding the month in which such distribution date occurs.













                                      10.2

<PAGE>

                                                                      SCHEDULE A
                                                                      ----------

                Bear Stearns Commercial Mortgage Securities Inc.
         Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4
                                (Describe Issue)

<TABLE>
<CAPTION>
                                           CERTIFICATE                                   INITIAL
                                        PRINCIPAL AMOUNT                              PASS-THROUGH
 CLASS             CUSIP NUMBER        OR NOTIONAL AMOUNT          MATURITY(1)           RATE(2)
 -----             ------------        ------------------          -----------           -------
<S>               <C>                   <C>                      <C>                 <C>
Class A-1            07383F E8 7              $107,000,000          April 2010          4.361%
Class A-2            07383F E9 5              $106,000,000         October 2013         5.286%
Class A-3            07383F F7 8              $630,914,000           June 2014          5.468%
Class B              07383F F2 9               $19,098,000         February 2015        5.493%
Class C              07383F F3 7                $8,356,000          April 2016          5.493%
Class D              07383F F4 5               $14,324,000          April 2016          5.493%
Class E              07383F F5 2                $9,549,000          April 2016          5.493%
</TABLE>

(1)  The maturity date in the specified month will be the 11th calendar day of
     such month or, if such 11th calendar day is not a business day, then the
     next succeeding business day.

(2)  Approximate.



                                      10.1
<PAGE>

                                                                      SCHEDULE B
                                                                      ----------

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                     DESCRIBING DTC BOOK-ENTRY-ONLY ISSUANCE
                     ---------------------------------------
     (Prepared by DTC--bracketed material may apply only to certain issues)


     1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $500 million, one certificate
will be issued with respect to each $500 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

     2. DTC, the world's largest depository, is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. DTC holds and provides asset
servicing for over 2 million issues of U.S. and non-U.S. equity, corporate and
municipal debt issues, and money market instrument from over 85 countries that
DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation
Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, also
subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). DTC
has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.

     3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

     4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

     5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by

<PAGE>

arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the
Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners, in the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of the
notices be provided directly to them.]

     [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

     7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or
vote with respect to the Securities unless authorized by a Direct Participant in
accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

     8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC [nor its nominee], Agent, or Issuer, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede &
Co. (or such other nominee as may be requested by an authorized representative
of DTC) is the responsibility of Issuer or Agent, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

     [9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]

     10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

     11. Issuer may decide to discontinue use of the system of book-entry-only
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.

     12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.


<PAGE>


                                     [LOGO]



          BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGED OBLIGATIONS (CMOS)--
             WITHOUT OWNER OPTION TO REDEEM/PASS-THROUGH SECURITIES/
                           AND ASSET-BACKED SECURITIES


                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]


                Bear Stearns Commercial Mortgage Trust 2004-PWR4
                ------------------------------------------------
                                [Name of Issuer]*

                     Wells Fargo Bank, National Association
                     --------------------------------------
                                 [Name of Agent]

                                                                 June 30, 2004
                                                                 -------------
                                                                    [Date]



Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

     Re:  Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4
          ----------------------------------------------------------------------
          Class X, Class F, Class G, Class H, Class J, Class K,
          ----------------------------------------------------------------------
          Class L, Class M, Class N, Class P and Class Q Certificates
          ----------------------------------------------------------------------
                       [Issue description (the "Securities")]

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to certain matters
relating to the Securities. Agent shall act as trustee, paying agent, fiscal
agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated   June 1, 2004   (the "Document").   See Rider 1
                        ----------------                  ----------------------
                                                              ["Underwriter/
                                                             Placement Agent"]

* All Obligations hereunder of the Issuer will be performed by Bear Stearns
Commercial Mortgage Securities Inc. as Depositor or the Depositor will cause the
Issuer to perform such obligations.

<PAGE>

distributing the Securities through The Depository Trust Company ("DTC").

     To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:

     1. Prior to closing on the Securities on June 30, 2004 there shall be
deposited with DTC one or more Security certificates registered in the name of
DTC's nominee, Cede & Co., for each stated maturity of the Securities in the
face amounts set forth on Schedule A hereto, the total of which represents 100%
of the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $400 million, one certificate shall be issued
with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

         Unless this certificate is presented by an authorized representative of
     The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
     its agent for registration of transfer, exchange, or payment, and any
     certificate issued is registered in the name of Cede & Co. or in such other
     name as is requested by an authorized representative of DTC (and any
     payment is made to Cede & Co. or to such other entity as is requested by an
     authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
     the registered owner hereof, Cede & Co., has an interest herein.

Issuer represents: (NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.)

     [The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.

     On each day on which Agent is open for business and on which it receives an
instruction originated by a DTC participant ("Participant") through DTC's
Deposit/Withdrawal at Custodian ("DWAC") system to increase the Participant's
account by a specified number of Securities (a "Deposit Instruction"), Agent
shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or cancel
the Deposit Instruction through the DWAC system.

     On each day on which Agent is open for business and on which it receives an
instruction originated by Participant through the DWAC system to decrease the
Participant's account by a specified number of Securities (a "Withdrawal
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Withdrawal Instruction through the DWAC system.


                                       -2-
<PAGE>

     Agent agrees that its approval of a Deposit or Withdrawal Instruction shall
be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]

     2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

     3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall send notice of such record date to DTC no fewer than 15
calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                         Supervisor, Proxy Unit
                         Reorganization Department
                         The Depository Trust Company
                         55 Water Street 50th Floor
                         New York, NY 10041-0099

     4. In the event of a full or partial redemption, Issuer or Agent shall send
a notice to DTC specifying: (a) the amount of the redemption or refunding; (b)
in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be no fewer
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070.
Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall
be sent to:

                                      -3-
<PAGE>

                             Manager, Call Notification Department
                             The Depository Trust Company
                             711 Stewart Avenue
                             Garden City, NY 11530-4719

     5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                             Manager, Reorganization Department
                             Reorganization Window
                             The Depository Trust Company
                             55 Water Street 50th Floor
                             New York, NY 10041-0099

     6. It is understood that if the Security holders shall at any time have the
right to tender the Securities to Issuer and require that Issuer repurchase such
holders' Securities pursuant to the Document and Cede & Co., as nominee of DTC,
or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its Participants to tender
Securities for purchase. Issuer and Agent agree that such tender for purchase
may be made by DTC by means of a book-entry credit of such Securities to the
account of Agent, provided that such credit is made on or before the final day
of the applicable tender period. DTC agrees that promptly after the recording of
any such book-entry credit, it will provide to Agent an Agent Receipt and
Confirmation or the equivalent, in accordance with the Repayment Option
Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

     Agent shall send DTC notice regarding such optional tender by hand or by a
secure means (e.g., legible facsimile transmission, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days
prior to the expiration date of the applicable tender period. Such notice shall
state whether any partial redemption of the Securities is scheduled to occur
during the applicable optional tender

                                      -4-
<PAGE>

period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                             Supervisor, Put Bond Unit
                             Reorganization Department
                             The Depository Trust Company
                             55 Water Street 50th Floor
                             New York, NY 10041-0099

     7. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

     8. Issuer or Agent shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized denomination
if less than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably five, but no fewer than two,
business days prior to such payment date. Such notices, which shall also contain
the current pool factor, any special adjustments to principal/interest rates
(e.g., adjustments due to deferred interest or shortfall), and Agent contact's
name and telephone number, shall be sent by telecopy to DTC's Dividend
Department at (212) 855-4555, and receipt of such notices shall be confirmed by
telephoning (212) 855-4550. Notices to DTC, pursuant to this Paragraph, by mail
or by any other means, shall be sent to:

                             Manager, Announcements
                             Dividend Department
                             The Depository Trust Company
                             55 Water Street 25th Floor
                             New York, NY 10041-0099

     9. Issuer represents: (NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING,
AND SHALL CROSS OUT THE OTHER.] [The interest accrual period is record date to
record date.] See Rider 2

     10. Issuer or Agent shall provide a written notice of interest payment
information, including the stated coupon rate information, to DTC as soon as the
information is available. Issuer or Agent shall provide such notice directly to
DTC electronically, as previously arranged by Issuer or Agent and DTC. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department as indicated in Paragraph 8.

                                      -5-
<PAGE>


     11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m. (Eastern
Time) on the payment date all such interest payments due Agent, or at such
earlier time as may be required by Agent to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.

     12. Issuer or Agent shall provide DTC's Dividend Department, no later than
12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

     13. Maturity and redemption payments allocated with respect to each CUSIP
number shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such maturity and redemption payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Redemption Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

     14. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

     15. Agent shall send DTC all periodic certificate holders remittance
reports with respect to the Securities. If sent by facsimile transmission, such
reports shall be sent to (212) 855-4777. If the party sending the report does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4590.

     16. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.

                                       -6-
<PAGE>

     17. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

     18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

     19. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any Participant having Securities credited to its DTC accounts.

     20. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

     21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

     22. This Letter of Representations shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.

     23. The sender of each notice delivered to DTC pursuant to this Letter of
Representations is responsible for confirming that such notice was properly
received by DTC.

     24. Issuer recognizes that DTC does not in any way undertake to, and shall
not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.

     25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit

                                      -7-
<PAGE>

at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

     26. Issuer and Agent shall comply with the applicable requirements stated
in DTC's Operational Arrangements, as they may be amended from time to time.
DTC's Operational Arrangements are posted on DTC's website at "www.DTC.org."

     27. The following rider(s), attached hereto, are hereby incorporated into
this Letter of Representations:

Rider 1, Rider 2, Schedule A, Schedule B and Rule 144A Rider
--------------------------------------------------------------------------------

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

                                      -8-
<PAGE>

NOTES:
------

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC,
THE METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH
DTC, AND CERTAIN RELATED MATTERS.


                        Very truly yours,
                        Bear Stearns Commercial Mortgage Securities
                        Trust 2004-PWR4
                        By: Bear Stearns Commercial Mortgage Securities Inc., as
                        Depositor
                        -------------------------------------------------------
                                           [Issuer]

                        By: /s/ illegible
                           ----------------------------------------------------
                                   [Authorized Officer's Signature]

                        Wells Fargo Bank, National Association
                        -------------------------------------------------------
                                             [Agent]

                        By:
                           ----------------------------------------------------
                                  [Authorized Officer's Signature]


Received and Accepted:
THE DEPOSITORY TRUST COMPANY



cc:  Underwriter/Placement Agent
     Underwriter's/Placement Agent's Counsel

                                      -9-

<PAGE>

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.


                       Very truly yours,
                       Bear Stearns Commercial Mortgage Securities
                       Trust 2004-PWR4
                       By: Bear Stearns Commercial Mortgage Securities Inc., as
                       Depositor
                       -------------------------------------------------------
                                               [Issuer]

                       By:
                          ----------------------------------------------------
                                   [Authorized Officer's Signature]

                       Wells Fargo Bank, National Association
                       -------------------------------------------------------
                                               [Agent]

                       By: /s/ illegible
                          ----------------------------------------------------
                                   [Authorized Officer's Signature]


Received and Accepted:
THE DEPOSITORY TRUST COMPANY


     By: /s/ Larry E. Thompson
        --------------------------------
     FUNDS SHOULD BE WIRED TO

     THE CHASE MANHATTAN BANK
     ABA # 021 000 021
     FOR CREDIT TO A/C CEDE & CO.
     C/O THE DEPOSITORY TRUST COMPANY

     [SELECT APPROPRIATE ACCOUNT]

     DIVIDEND DEPOSIT ACCOUNT # 066-026776
     REDEMPTION DEPOSIT ACCOUNT # 066-027306
     REORGANIZATION DEPOSIT ACCOUNT # 066-027608


cc:  Underwriter/Placement Agent
     Underwriter's/Placement Agent's Counsel

                                      -9-
<PAGE>

                                                                          RIDERS
                                                                          ------

1. Bear, Stearns & Co. Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Wells Fargo Brokerage Services, LLC are

2. The interest accrual period for any distribution date will be the calendar
month immediately preceeding the month in which such distribution date occurs.






<PAGE>

                                                                      SCHEDULE A
                                                                      ----------
                Bear Stearns Commercial Mortgage Securities Inc.
         Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4
                                (Describe Issue)

<TABLE>
<CAPTION>
                                                        CERTIFICATE                                    INITIAL
                                                     PRINCIPAL AMOUNT                               PASS-THROUGH
     CLASS                CUSIP NUMBER              OR NOTIONAL AMOUNT         MATURITY(1)             RATE(2)
     -----                ------------              ------------------         -----------             -------
<S>                      <C>                       <C>                       <C>                    <C>
Class X (3) No. 1          07383F F6 0               $954,924,323 (4)(5)       February 2023            0.166%
Class X (6) No. 2          U0743B MV 3                         $0 (4)(5)       February 2023            0.166%
Class F (3) No. 1          07383F F8 6                 $9,549,000 (5)            April 2019             5.493%
Class F (6) No. 2          U0743B MX 9                         $0 (5)            April 2019             5.493%
Class G (3) No. 1          07383F F9 4                 $8,356,000 (5)            April 2019             5.493%
Class G (6) No. 2          U0743B MY 7                         $0 (5)            April 2019             5.493%
Class H (3) No. 1          07383F G2 8                $10,743,000 (5)            April 2019             5.493%
Class H (6) No. 2          U0743B MZ 4                         $0 (5)            April 2019             5.493%
Class J (3) No. 1          07383F G3 6                 $3,581,000 (5)            April 2019             5.493%
Class J (6) No. 2          U0743B NA 8                         $0 (5)            April 2019             5.493%
Class K (3) No. 1          07383F G4 4                 $4,774,000 (5)            April 2019             5.493%
Class K (6) No. 2          U0743B NB 6                         $0 (5)            April 2019             5.493%
Class L (3) No. 1          07383F G5 1                $4,4775,000 (5)            April 2019             5.493%
Class L (6) No. 2          U0743B NC 4                         $0 (5)            April 2019             5.493%
Class M (3) No. 1          07383F G6 9                 $2,387,000 (5)            April 2019             5.493%
Class M (6) No. 2          U0743B ND 2                         $0 (5)            April 2019             5.493%
Class N (3) No. 1          07383F G7 7                 $2,388,000 (5)            April 2019             5.493%
Class N (6) No. 2          U0743B NE 0                         $0 (5)            April 2019             5.493%
Class P (3) No. 1          07383F G8 5                 $2,387,000 (5)            April 2019             5.493%
Class P (6) No. 2          U0743B NF 7                         $0 (5)            April 2019             5.493%
Class Q (3) No. 1          07383F G9 3                $10,743,323 (5)          February 2023            5.493%
Class Q (6) No. 2          U0743B NG 5                         $0 (5)          February 2023            5.493%
</TABLE>

(1)  The maturity date in the specified month will be the 11th calendar day of
     such month or, if such 11th calendar day is not a business day, then the
     next succeeding business day.

(2)  Approximate.

(3)  Rule 144A Securities.

(4)  Notional Amount.

(5)  The combined principal amount or notional amount, as applicable, of the
     Rule 144A global notes and the Regulation S global notes will not exceed
     $954,924,323 for the Class X Certificates, $9,549,000 for the Class F
     Certificates, $8,356,000 for the Class G Certificates, $10,743,000 for the
     Class H Certificates, $3,581,000 for the Class J Certificates, $4,774,000
     for the Class K Certificates, $4,775,000 for the Class L Certificates,
     $2,387,000 for the Class M Certificates, $2,388,000 for the Class N
     Certificates, $2,387,000 for the Class P Certificates and $10,743,323 for
     the Class Q Certificates.

(6)  Regulation S Securities.

<PAGE>

                                                                      SCHEDULE B
                                                                      ----------

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                     DESCRIBING DTC BOOK-ENTRY-ONLY ISSUANCE
                     ---------------------------------------
     (Prepared by DTC--bracketed material may apply only to certain issues)

     1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $500 million, one certificate
will be issued with respect to each $500 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

     2. DTC, the world's largest depository, is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. DTC holds and provides asset
servicing for over 2 million issues of U.S. and non-U.S. equity, corporate and
municipal debt issues, and money market instrument from over 85 countries that
DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation
Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, also
subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). DTC
has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Comission. More
information about DTC can be found at www.dtcc.com.

     3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

     4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

     5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by


<PAGE>

arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the
Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners, in the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of the
notices be provided directly to them.]

     [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

     7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or
vote with respect to the Securities unless authorized by a Direct Participant in
accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

     8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC'S receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC [nor its nominee], Agent, or Issuer, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede &
Co. (or such other nominee as may be requested by an authorized representative
of DTC) is the responsibility of Issuer or Agent, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

     [9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]

     10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

     11. Issuer may decide to discontinue use of the system of book-entry-only
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.

     12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.


<PAGE>

                                     [LOGO]

                   REPRESENTATIONS FOR RULE 144A SECURITIES--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS
                 -----------------------------------------------
               CLASS X, CLASS F, CLASS G AND CLASS H CERTIFICATES

     1. Issuer represents that at the time of initial registration in the name
of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

     2. Issuer represents that the Securities are: [NOTE: ISSUER MUST REPRESENT
ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

[an issue of nonconvertible debt securities or nonconvertible preferred stock
which is rated in one of the top four categories by a nationally recognized
statistical rating organization ("Investment Grade Securities").]

     3. If the Securities are not Investment-Grade Securities, Issuer and Agent
acknowledge that if such Securities cease to be included in an SRO Rule 144A
System during any period in which such Securities are Legally or Contractually
Restricted Securities, such Securities shall no longer be eligible for DTC's
services. Furthermore, DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under any of the aforementioned circumstances, at
DTC's request, Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.

     4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record
owner of the Securities, Cede & Co. shall be entitled to all applicable voting
rights and receive the full amount of all distributions payable with respect
thereto. Issuer and Agent acknowledge that DTC shall treat any Participant
having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities.

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

     (1) A "Legally Restricted Security" is a security that is a restricted
security, as defined in Rule 144(a)(3). A "Contractually Restricted Security" is
a security that upon issuance and continually thereafter can only be sold
pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering; provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security must also be a "Legally or Contractually
Restricted Security."

<PAGE>

Without limiting the generality of the preceding sentence, Issuer and Agent
acknowledge that DTC shall treat any Participant having Securities credited to
its DTC accounts as entitled to receive distributions (and voting rights, if
any) in respect of the Securities, and to receive from DTC certificates
evidencing Securities. Issuer and Agent recognize that DTC does not in any way
undertake to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144A; (b) of other exemptions from registration under the Securities Act
or any other state or federal securities laws; or (c) of the offering documents.





                                       -2-
<PAGE>

                                     [LOGO]

                   REPRESENTATIONS FOR RULE 144A SECURITIES--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS
                 -----------------------------------------------

  CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS P AND CLASS Q CERTIFICATES

     1. Issuer represents that at the time of initial registration in the name
of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

     2. Issuer represents that the Securities are: (NOTE: ISSUER MUST REPRESENT
ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

(included within Portal, a Self-Regulatory Organization System approved by the
Securities and Exchange Commission for the reporting of quotation and trade
information of securities eligible for transfer pursuant to Rule 144A) an "SRO
Rule 144A System").]

     3. If the Securities are not Investment-Grade Securities, Issuer and Agent
acknowledge that if such Securities cease to be included in an SRO Rule 144A
System during any period in which such Securities are Legally or Contractually
Restricted Securities, such Securities shall no longer be eligible for DTC's
services. Furthermore, DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under any of the aforementioned circumstances, at
DTC's request, Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.

     4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record
owner of the Securities, Cede & Co. shall be entitled to all applicable voting
rights and receive the full amount of all distributions payable with respect
thereto. Issuer and Agent acknowledge that DTC shall treat any Participant
having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities.


-----------------------------------
     (1) A "Legally Restricted Security" is a security that is a restricted
security, as defined in Rule 144(a)(3). A "Contractually Restricted Security" is
a security that upon issuance and continually thereafter can only be sold
pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering; provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security must also be a "Legally or Contractually
Restricted Security."

<PAGE>

Without limiting the generality of the preceding sentence, Issuer and Agent
acknowledge that DTC shall treat any Participant having Securities credited to
its DTC accounts as entitled to receive distributions (and voting rights, if
any) in respect of the Securities, and to receive from DTC certificates
evidencing Securities. Issuer and Agent recognize that DTC does not in any way
undertake to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144A; (b) of other exemptions from registration under the Securities Act
or any other state or federal securities laws; or (c) of the offering documents.



                                       -2-


<PAGE>



                                   EXHIBIT C-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE




                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust
  Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR4

              Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
                   Mortgage Pass-Through Certificates, Series 2004-PWR4

              In connection with the administration of the Mortgage Files held
by or on behalf of you as trustee under a certain Pooling and Servicing
Agreement, dated as of June 1, 2004 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc. as depositor, Prudential
Asset Resources, Inc. as a master servicer (in such capacity, a "Master
Servicer") and as Shell Plaza special servicer, Wells Fargo Bank, National
Association, as a master servicer (in such capacity, a "Master Servicer"), as
certificate administrator and as tax administrator, ARCap Servicing, Inc. as
general special servicer, ABN AMRO Bank N.V., as fiscal agent, The Prudential
Insurance Company of America, as Shell Plaza Non-Pooled Subordinate Noteholder
and you as trustee (in such capacity, the "Trustee"), the undersigned as Master
Servicer with respect to the following described Mortgage Loan hereby requests a
release of the Mortgage File (or the portion thereof specified below) held by or
on behalf of you as Trustee with respect to such Mortgage Loan for the reason
indicated below.

Property Name:
Address:
Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______   1.   Mortgage Loan paid in full. The undersigned hereby certifies that
              all amounts received in connection with the Mortgage Loan that are
              required to be credited to the Collection Account pursuant to the
              Pooling and Servicing Agreement, have been or will be so credited.

______   2.   Other. (Describe) ________________________________________________
              __________________________________________________________________




                                     C-1-1
<PAGE>


              The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.

              Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                     [                                        ]
                                     as a Master Servicer


                                     By:
                                        ---------------------------------------
                                     Name:
                                     Title:











                                     C-1-2
<PAGE>


                                   EXHIBIT C-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE




                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust
  Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR4

              Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
                   Mortgage Pass-Through Certificates, Series 2004-PWR4

              In connection with the administration of the Mortgage Files held
by or on behalf of you as trustee under a certain Pooling and Servicing
Agreement, dated as of June 1, 2004 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc. as depositor, Prudential
Asset Resources, Inc. as a master servicer and as Shell Plaza special servicer
(in such capacity, the "Shell Plaza Special Servicer"), Wells Fargo Bank,
National Association, as a master servicer, as certificate administrator and as
tax administrator, ARCap Servicing, Inc. as general special servicer (in such
capacity, the "General Special Servicer"), ABN AMRO Bank N.V., as fiscal agent,
The Prudential Insurance Company of America, as Shell Plaza Non-Pooled
Subordinate Noteholder and you as trustee (in such capacity, the "Trustee"), the
undersigned as [Shell Plaza] [General] Special Servicer with respect to the
following described Mortgage Loan hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by or on behalf of you as Trustee
with respect to such Mortgage Loan for the reason indicated below.

Property Name:
Address:
Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______   1.   The Mortgage Loan is being foreclosed.

______   2.   Other. (Describe)

              The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our


                                     C-2-1
<PAGE>


receipt thereof (or within such longer period as we have indicated as part of
our reason for the request), unless the Mortgage Loan is being foreclosed, in
which case the Mortgage File (or such portion thereof) will be returned when no
longer required by us for such purpose, or unless the Mortgage Loan has been
paid in full or otherwise liquidated, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.

              Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                    [                                     ]
                                    as [Shell Plaza][General] Special Servicer


                                By:
                                    ------------------------------------
                                    Name:
                                    Title:















                                     C-2-2
<PAGE>



                                    EXHIBIT D

                    FORM OF CERTIFICATE ADMINISTRATOR REPORT




















                                       D-1


<PAGE>


<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>

                                                                                          ------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                 DISTRIBUTION DATE STATEMENT

                                      TABLE OF CONTENTS

                      ---------------------------------------------------------------------------------
                        STATEMENT SECTIONS                                                PAGE(S)
                        ------------------                                                -------
                        Certificate Distribution Detail                                      2
                        Certificate Factor Detail                                            3
                        Reconciliation Detail                                                4
                        Other Required Information                                           5
                        Cash Reconciliation Detail                                           6
                        Ratings Detail                                                       7
                        Current Mortgage Loan and Property Stratification Tables            8-10
                        Mortgage Loan Detail                                                 11
                        Principal Prepayment Detail                                          12
                        Historical Detail                                                    13
                        Delinquency Loan Detail                                              14
                        Specially Serviced Loan Detail                                     15-16
                        Modified Loan Detail                                                 17
                        Liquidated Loan Detail                                               18
                        Defeased Loan Detail                                                 19
                      ---------------------------------------------------------------------------------


        DEPOSITOR                                         MASTER SERVICER                              MASTER SERVICER
---------------------------------------------    -----------------------------------------    --------------------------------------
Bear Stearns Commercial Mortgage                 Wells Fargo Bank, N.A.                       Prudential Asset Resources, Inc.
Securities Inc.                                  45 Fremont Street, 2nd Floor                 2200 Ross Avenue, Suite 4900E
383 Madison Avenue                               investorreporting@wellsfargo.com             Dallas, TX 75201
New York, NY 10179                               San Francisco, CA 94105

Contact:       General Information Number        Contact:       Matilde Sanchez               Contact:       Hal Collett
Phone Number:  (212) 272-2000                    Phone Number:  (415) 222-2364                Phone Number:  (214) 721-6032
---------------------------------------------    -----------------------------------------    --------------------------------------

                                                          SPECIAL SERVICER
                                                 -----------------------------------------
                                                 ARCap Servicing, Inc.
                                                 5605 N. MacArthur Blvd.
                                                 Irving, TX 75038


                                                 Contact:       Chris Crouch
                                                 Phone Number:  (972) 580-1688
                                                 -----------------------------------------

This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
master servicers, special servicers and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.
------------------------------------------------------------------------------------------------------------------------------------

Copyright, Wells Fargo Bank, N.A.                                                                                       Page 1 of 19
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                   CERTIFICATE DISTRIBUTION DETAIL


                         Pass-Through        Original        Beginning        Principal          Interest
  Class       CUSIP          Rate            Balance          Balance        Distribution      Distribution
---------     -----          ----            -------          -------        ------------      ------------

  A-1                     0.000000%           0.00            0.00              0.00              0.00
  A-2                     0.000000%           0.00            0.00              0.00              0.00
   B                      0.000000%           0.00            0.00              0.00              0.00
   C                      0.000000%           0.00            0.00              0.00              0.00
   D                      0.000000%           0.00            0.00              0.00              0.00
   E                      0.000000%           0.00            0.00              0.00              0.00
   F                      0.000000%           0.00            0.00              0.00              0.00
   G                      0.000000%           0.00            0.00              0.00              0.00
   H                      0.000000%           0.00            0.00              0.00              0.00
   J                      0.000000%           0.00            0.00              0.00              0.00
   K                      0.000000%           0.00            0.00              0.00              0.00
   L                      0.000000%           0.00            0.00              0.00              0.00
   M                      0.000000%           0.00            0.00              0.00              0.00
   N                      0.000000%           0.00            0.00              0.00              0.00
   P                      0.000000%           0.00            0.00              0.00              0.00
   Q                      0.000000%           0.00            0.00              0.00              0.00
   R                      0.000000%           0.00            0.00              0.00              0.00
   V                      0.000000%           0.00            0.00              0.00              0.00
------------------------------------------------------------------------------------------------------
 Totals                                       0.00            0.00              0.00              0.00
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

                                       Realized Loss/                                             Current
                   Prepayment         Additional Trust         Total           Ending          Subordination
  Class             Premium            Fund Expenses        Distribution       Balance           Level (1)
---------           -------            -------------        ------------       -------           ---------

  A-1                0.00                 0.00                 0.00             0.00               0.00
  A-2                0.00                 0.00                 0.00             0.00               0.00
   B                 0.00                 0.00                 0.00             0.00               0.00
   C                 0.00                 0.00                 0.00             0.00               0.00
   D                 0.00                 0.00                 0.00             0.00               0.00
   E                 0.00                 0.00                 0.00             0.00               0.00
   F                 0.00                 0.00                 0.00             0.00               0.00
   G                 0.00                 0.00                 0.00             0.00               0.00
   H                 0.00                 0.00                 0.00             0.00               0.00
   J                 0.00                 0.00                 0.00             0.00               0.00
   K                 0.00                 0.00                 0.00             0.00               0.00
   L                 0.00                 0.00                 0.00             0.00               0.00
   M                 0.00                 0.00                 0.00             0.00               0.00
   N                 0.00                 0.00                 0.00             0.00               0.00
   P                 0.00                 0.00                 0.00             0.00               0.00
   Q                 0.00                 0.00                 0.00             0.00               0.00
   R                 0.00                 0.00                 0.00             0.00               0.00
   V                 0.00                 0.00                 0.00             0.00               0.00
-------------------------------------------------------------------------------------------------------
 Totals              0.00                 0.00                 0.00             0.00               0.00
-------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                        Original      Beginning                                                         Ending
                     Pass-Through       Notional       Notional       Interest        Prepayment       Total           Notional
Class     CUSIP         Rate             Amount         Amount      Distribution       Premium      Distribution        Amount
-----     -----         ----             ------         ------      ------------       -------      ------------        ------

  X                   0.000000            0.00           0.00           0.00            0.00            0.00             0.00
------------------------------------------------------------------------------------------------------------------------------------

(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of
the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and
dividing the result by (A).
------------------------------------------------------------------------------------------------------------------------------------

Copyright, Wells Fargo Bank, N.A.                                                                                       Page 2 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                     CERTIFICATE FACTOR DETAIL

                                                                                             Realized Loss/
                             Beginning       Principal       Interest       Prepayment      Additional Trust       Ending
  Class         CUSIP         Balance      Distribution    Distribution       Premium         Fund Expenses        Balance
---------       -----         -------      ------------    ------------       -------         -------------        -------

   A-1                      0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
   A-2                      0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    B                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    C                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    D                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    E                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    F                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    G                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    H                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    J                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    K                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    L                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    M                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    N                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    P                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    Q                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    R                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
    V                       0.00000000      0.00000000       0.00000000     0.00000000        0.00000000          0.00000000
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
                         Beginning                                                   Ending
                          Notional          Interest             Prepayment         Notional
Class       CUSIP          Amount         Distribution            Premium            Amount
-----       -----          ------         ------------            -------            ------

  X                      0.00000000        0.00000000            0.00000000        0.00000000
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                       Page 3 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                       RECONCILIATION DETAIL

                ADVANCE SUMMARY                                              MASTER SERVICING FEE SUMMARY

  P & I Advances Outstanding                    0.00       Current Period Accrued Master Servicing Fees                    0.00
  Servicing Advances Outstanding                0.00       Less Master Servicing Fees on Delinquent Payments               0.00
                                                           Less Reductions to Master Servicing Fees                        0.00
  Reimbursements for Interest on P&I            0.00       Plus Master Servicing Fees on Delinquent Payments Received      0.00
  Advances paid from general collections                   Plus Adjustments for Prior Master Servicing Calculation         0.00
                                                           Total Master Servicing Fees Collected                           0.00
  Reimbursements for Interest on Servicing      0.00
  Advances paid from general collections

CERTIFICATE INTEREST RECONCILIATION
-------------------------------------------------------------------------------------------------------------  ---------------------
          Accrued        Net Aggregate     Distributable      Distributable        Additional                     Remaining Unpaid
        Certificate       Prepayment        Certificate    Certificate Interest    Trust Fund     Interest          Distributable
Class    Interest     Interest Shortfall     Interest          Adjustment           Expenses    Distribution    Certificate Interest
-------------------------------------------------------------------------------------------------------------  ---------------------
 A-1       0.00             0.00               0.00               0.00                0.00          0.00                0.00
 A-2       0.00             0.00               0.00               0.00                0.00          0.00                0.00
  X        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  B        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  C        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  D        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  E        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  F        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  G        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  H        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  J        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  K        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  L        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  M        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  N        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  P        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  Q        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  R        0.00             0.00               0.00               0.00                0.00          0.00                0.00
  V        0.00             0.00               0.00               0.00                0.00          0.00                0.00
-------------------------------------------------------------------------------------------------------------  ---------------------
Totals     0.00             0.00               0.00               0.00                0.00          0.00                0.00
-------------------------------------------------------------------------------------------------------------  ---------------------

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                       Page 4 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                     OTHER REQUIRED INFORMATION


   Available Distribution Amount                           0.00


   Aggregate Number of Outstanding Loans                      0
   Aggregate Unpaid Principal Balance of Loans             0.00           Appraisal Reduction Amount
   Aggregate Stated Principal Balance of Loans             0.00           -------------------------------------------------------
                                                                                        Appraisal    Cumulative    Most Recent
                                                                               Loan     Reduction       ASER        App. Red.
                                                                              Number    Effected       Amount         Date
                                                                          -------------------------------------------------------
   Aggregate Excess Liquidation Proceeds Balance           0.00

   Aggregate Amount of Servicing Fee                       0.00
   Aggregate Amount of Special Servicing Fee               0.00
   Aggregate Amount of Trustee Fee                         0.00
   Aggregate Certificate Administrator Fee                 0.00
   Aggregate Trust Fund Expenses                           0.00








                                                                          -------------------------------------------------------
                                                                              Total
                                                                          -------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                       Page 5 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                     CASH RECONCILIATION DETAIL

TOTAL FUNDS COLLECTED                                              TOTAL FUNDS DISTRIBUTED
  INTEREST:                                                          FEES:
    Interest paid or advanced                      0.00                Master Servicing Fee                            0.00
    Interest reductions due to Non-Recoverability                      Trustee Fee                                     0.00
    Determinations                                 0.00                Certificate Administration Fee                  0.00
    Interest Adjustments                           0.00                Insurer Fee                                     0.00
    Deferred Interest                              0.00                Miscellaneous Fee                               0.00
    Net Prepayment Interest Shortfall              0.00                                                                       ------
    Net Prepayment Interest Excess                 0.00                  TOTAL FEES                                             0.00
    Extension Interest                             0.00
    Interest Reserve Withdrawal                    0.00              ADDITIONAL TRUST FUND EXPENSES:
                                                         ------        Reimbursement for Interest on Advances          0.00
      TOTAL INTEREST COLLECTED                             0.00        ASER Amount                                     0.00
                                                                       Special Servicing Fee                           0.00
  PRINCIPAL:                                                           Rating Agency Expenses                          0.00
    Scheduled Principal                            0.00                Attorney Fees & Expenses                        0.00
    Unscheduled Principal                          0.00                Bankruptcy Expense                              0.00
      Principal Prepayments                        0.00                Taxes Imposed on Trust Fund                     0.00
      Collection of Principal after Maturity Date  0.00                Non-Recoverable Advances                        0.00
      Recoveries from Liquidation and Insurance                        Other Expenses                                  0.00
      Proceeds                                     0.00                                                                       ------
      Excess of Prior Principal Amounts paid       0.00                  TOTAL ADDITIONAL TRUST FUND EXPENSES                   0.00
      Curtailments                                 0.00
    Negative Amortization                          0.00              INTEREST RESERVE DEPOSIT                          0.00
    Principal Adjustments                          0.00
                                                         ------      PAYMENTS TO CERTIFICATEHOLDERS & OTHERS:
       TOTAL PRINCIPAL COLLECTED                           0.00        Interest Distribution                           0.00
                                                                       Principal Distribution                          0.00
  OTHER:                                                               Prepayment Penalties/Yield Maintenance          0.00
    Prepayment Penalties/Yield Maintenance         0.00                Borrower Option Extension Fees                  0.00
    Repayment Fees                                 0.00                Equity Payments Paid                            0.00
    Borrower Option Extension Fees                 0.00                Net Swap Counterparty Payments Paid             0.00
    Equity Payments Received                       0.00                                                                       ------
    Net Swap Counterparty Payments Received        0.00                  TOTAL PAYMENTS TO CERTIFICATEHOLDERS & OTHERS          0.00
                                 ------                               TOTAL FUNDS DISTRIBUTED                                 ------
      TOTAL OTHER COLLECTED:                               0.00                                                                 0.00
TOTAL FUNDS COLLECTED                                    ------                                                               ======
                                                           0.00
                                                         ======
------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                       Page 6 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                       RATINGS DETAIL
       ----------------------------------------------------------------------------------------------------------
                                               Original Ratings                        Current Ratings (1)
       Class            CUSIP         ---------------------------------        ----------------------------------
                                       Fitch       Moody's       S & P          Fitch       Moody's       S & P
       ----------------------------------------------------------------------------------------------------------
        A-1
        A-2
         X
         B
         C
         D
         E
         F
         G
         H
         J
         K
         L
         M
         N
         P
         Q
         R
         V
       ----------------------------------------------------------------------------------------------------------

       NR  -  Designates that the class was not rated by the above agency at the time of original issuance.
       X   -  Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
       N/A -  Data not available this period.

     1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made
     subsequent to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained
     directly from the applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since
     they were obtained. Because the ratings may have changed, you may want to obtain current ratings directly from the rating
     agencies.


   Fitch, Inc.                              Moody's Investors Service                   Standard & Poor's Rating Services
   One State Street Plaza                   99 Church Street                            55 Water Street
   New York, New York 10004                 New York, New York 10007                    New York, New York 10041
   (212) 908-0500                           (212) 553-0300                              (212) 438-2430

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                       Page 7 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                          SCHEDULED BALANCE                                                       STATE (3)
------------------------------------------------------------------   ---------------------------------------------------------------
                                  % of                                                               % of
Scheduled    # of    Scheduled    Agg.   WAM           Weighted                 # of    Scheduled    Agg.   WAM          Weighted
 Balance    loans     Balance     Bal.   (2)   WAC    Avg DSCR (1)     State   Props.    Balance     Bal.   (2)   WAC   Avg DSCR (1)
------------------------------------------------------------------   ---------------------------------------------------------------
------------------------------------------------------------------   ---------------------------------------------------------------





















------------------------------------------------------------------   ---------------------------------------------------------------
  Totals                                                               Totals
------------------------------------------------------------------   ---------------------------------------------------------------

    See footnotes on last page of this section.

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                       Page 8 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                     DEBT SERVICE COVERAGE RATIO                                            PROPERTY TYPE (3)
------------------------------------------------------------------   ---------------------------------------------------------------
                                     % of                                                               % of
Debt Service      # of   Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
Coverage Ratio   loans    Balance    Bal.  (2)  WAC   Avg DSCR (1)   Property Type  Props.   Balance    Bal.  (2)  WAC  Avg DSCR (1)
------------------------------------------------------------------   ---------------------------------------------------------------
------------------------------------------------------------------   ---------------------------------------------------------------











------------------------------------------------------------------   ---------------------------------------------------------------
    Totals                                                              Totals
------------------------------------------------------------------   ---------------------------------------------------------------



                         NOTE RATE                                                              SEASONING
------------------------------------------------------------------   ---------------------------------------------------------------
                                     % of                                                               % of
    Note         # of    Scheduled   Agg.  WAM          Weighted                     # of   Scheduled   Agg.  WAM         Weighted
    Rate         loans    Balance    Bal.  (2)  WAC   Avg DSCR (1)     Seasoning    loans    Balance    Bal.  (2)  WAC  Avg DSCR (1)
------------------------------------------------------------------   ---------------------------------------------------------------
------------------------------------------------------------------   ---------------------------------------------------------------











------------------------------------------------------------------   ---------------------------------------------------------------
    Totals                                                              Totals
------------------------------------------------------------------   ---------------------------------------------------------------

    See footnotes on last page of this section.

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                       Page 9 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

        ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)                   REMAINING STATED TERM (FULLY AMORTIZING LOANS)
------------------------------------------------------------------   ---------------------------------------------------------------
  Anticipated                      % of                                Remaining                       % of
   Remaining    # of   Scheduled   Agg.   WAM         Weighted           Stated     # of   Scheduled   Agg.   WAM        Weighted
    Term (2)    loans   Balance    Bal.   (2)   WAC   Avg DSCR (1)        Term      loans   Balance    Bal.   (2)  WAC  Avg DSCR (1)
------------------------------------------------------------------   ---------------------------------------------------------------
------------------------------------------------------------------   ---------------------------------------------------------------












------------------------------------------------------------------   ---------------------------------------------------------------
    Totals                                                              Totals
------------------------------------------------------------------   ---------------------------------------------------------------


       REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)                                  AGE OF MOST RECENT NOI
------------------------------------------------------------------   ---------------------------------------------------------------

   Remaining                         % of                              Age of Most                     % of
  Amortization   # of    Scheduled    Agg.  WAM       Weighted           Recent     # of   Scheduled   Agg.   WAM         Weighted
      Term       loans    Balance     Bal.  (2)  WAC  Avg DSCR (1)        NOI       loans   Balance    Bal.   (2)  WAC  Avg DSCR (1)
------------------------------------------------------------------   ---------------------------------------------------------------
------------------------------------------------------------------   ---------------------------------------------------------------











------------------------------------------------------------------   ---------------------------------------------------------------
    Totals                                                              Totals
------------------------------------------------------------------   ---------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information
from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided for this
calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 10 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                        MORTGAGE LOAN DETAIL

                                                                                                Anticipated                   Neg.
Loan               Property                           Interest      Principal         Gross      Repayment     Maturity      Amort
Number    ODCR     Type (1)       City      State      Payment       Payment         Coupon        Date          Date        (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------











------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------


              Beginning           Ending           Paid          Appraisal        Appraisal          Res.         Mod.
Loan          Scheduled         Scheduled          Thru          Reduction        Reduction         Strat.        Code
Number         Balance           Balance           Date             Date            Amount           (2)           (3)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------












------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------

    (1) Property Type Code                         (2) Resolution Strategy Code                          (3) Modification Code
    ----------------------                         ----------------------------                          ---------------------

MF - Multi-Family  OF - Office       1 - Modification 6 - DPO                10 - Deed In Lieu Of      1 - Maturity Date Extension
RT - Retail        MU - Mixed Use    2 - Foreclosure  7 - REO                     Foreclosure          2 - Authorization Change
HC - Health Care   LO - Lodging      3 - Bankruptcy   8 - Resolved           11 - Full Payoff          3 - Principal Write-Off
IN - Industrial    SS - Self Storage 4 - Extension    9 - Pending Return     12 - Reps and Warranties  4 - Combination
WH - Warehouse     OT - Other        5 - Note Sale        to Master Servicer 13 - Other or TBD
MH - Mobile Home

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 11 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                         -------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                     PRINCIPAL PREPAYMENT DETAIL

------------------------------------------------------------------------------------------------------------------------------------
                                          Principal Prepayment Amount                        Prepayment Penalties
               Offering Document    ---------------------------------------    --------------------------------------------------
Loan Number     Cross-Reference      Payoff Amount      Curtailment Amount      Prepayment Premium      Yield Maintenance Charge
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

















------------------------------------------------------------------------------------------------------------------------------------
  Totals
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 12 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                          ------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                  HISTORICAL DETAIL

-------------------------------------------------------------------------------------------------------------
                                             Delinquencies
-------------------------------------------------------------------------------------------------------------
Distribution    30-59 Days    60-89 Days    90 Days or More    Foreclosure         REO          Modifications
   Date         #  Balance    #  Balance    #       Balance    #   Balance     #   Balance       #   Balance
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------















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

--------------------------------------------------------------------------------
             Prepayments                              Rate and Maturities
--------------------------------------------------------------------------------
 Curtailments            Payoff            Next Weighted Avg.
 #   Balance          #   Balance            Coupon Remit                 WAM
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------












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

Note: Foreclosure and REO Totals are excluded from the delinquencies aging categories.

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 13 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                          ------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                      DELINQUENCY LOAN DETAIL

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

                     Offering            # of                                  Current           Outstanding         Status of
                     Document            Months          Paid Through           P & I              P & I             Mortgage
Loan Number      Cross-Reference         Delinq.            Date               Advances           Advances           Loan (1)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------













------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
    Resolution                                                  Actual           Outstanding
     Strategy          Servicing          Foreclosure            Loan             Servicing          Bankruptcy            REO
     Code (2)        Transfer Date            Date             Balance            Advances              Date               Date
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------














------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------


                        (1) Status of Mortgage Loan                                     (2) Resolution Strategy Code
                        ---------------------------                                     ----------------------------

A - Payments Not Received      2 - Two Months Delinquent            1 - Modification   6 - DPO              10 - Deed In Lieu Of
    But Still in Grace Period  3 - Three or More Months Delinquent  2 - Foreclosure    7 - REO                   Foreclosure
B - Late Payment But Less      4 - Assumed Scheduled Payment        3 - Bankruptcy     8 - Resolved         11 - Full Payoff
    Than 1 Month Delinquent        (Performing Matured Loan)        4 - Extension      9 - Pending Return   12 - Reps and Warranties
0 - Current                    7 - Foreclosure                      5 - Note Sale          to Master        13 - Other or TBD
1 - One Month Delinquent       9 - REO                                                     Servicer

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 14 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                          ------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                              SPECIALLY SERVICED LOAN DETAIL - PART 1

------------------------------------------------------------------------------------------------------------------------------------
                                  Offering            Servicing        Resolution
Distribution      Loan            Document             Transfer         Strategy        Scheduled        Property
    Date         Number       Cross-Reference            Date            Code (1)        Balance         Type (2)        State
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
























------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                      Net                                                                              Remaining
Interest           Actual          Operating          NOI                         Note           Maturity            Amortization
  Rate            Balance            Income           Date          DSCR          Date            Date                  Term
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
























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

                                (1) Resolution Strategy Code                                    (2) Property Type Code
                                ----------------------------                                    ----------------------

1 - Modification        6 - DPO                      10 - Deed In Lieu Of            MF - Multi-Family           OF - Office
2 - Foreclosure         7 - REO                           Foreclosure                RT - Retail                 MU - Mixed use
3 - Bankruptcy          8 - Resolved                 11 - Full Payoff                HC - Health Care            LO - Lodging
4 - Extension           9 - Pending Return           12 - Reps and Warranties        IN - Industrial             SS - Self Storage
5 - Note Sale               to Master Servicer       13 - Other or TBD               WH - Warehouse              OT - Other
                                                                                     MH - Mobile Home Park
------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 15 of 19
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                          ------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                              SPECIALLY SERVICED LOAN DETAIL - PART 2

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

                         Offering      Resolution     Site
Distribution   Loan      Document       Strategy   Inspection                Appraisal  Appraisal     Other REO
   Date       Number  Cross-Reference   Code (1)      Date     Phase 1 Date     Date      Value    Property Revenue      Comment
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------


















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

                                                  1) Resolution Strategy Code
                                                  ---------------------------

                1 - Modification                6 - DPO                             10 - Deed In Lieu Of
                2 - Foreclosure                 7 - REO                                  Foreclosure
                3 - Bankruptcy                  8 - Resolved                        11 - Full Payoff
                4 - Extension                   9 - Pending Return                  12 - Reps and Warranties
                5 - Note Sale                       to Master Servicer              13 - Other or TBD

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 16 of 19
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                          ------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                        MODIFIED LOAN DETAIL

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

                        Offering
        Loan            Document          Pre-Modification
        Number      Cross-Reference            Balance          Modification Date               Modification Description
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
















-----------------------------------------------------------------------------------------------------------------------------------
       Totals
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 17 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                          ------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                     LIQUIDATED LOAN DETAIL

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

                   Final Recovery            Offering
   Loan             Determination            Document              Appraisal        Appraisal           Actual          Gross
  Number                Date              Cross-Reference            Date             Value            Balance         Proceeds
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------


















------------------------------------------------------------------------------------------------------------------------------------
 Current Total
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                  Gross Proceeds             Aggregate             Net           Net Proceeds                            Repurchased
   Loan             as a % of               Liquidation        Liquidation        as a % of           Realized            by Seller
  Number          Actual Balance             Expenses *          Proceeds       Actual Balance          Loss                (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

















------------------------------------------------------------------------------------------------------------------------------------
 Current Total
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------------------------------------------

* Aggregate liquidation expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 18 of 19
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
<S>                                 <C>                                                  <C>
                                                                                          ------------------------------------------
[WELLS FARGO LOGO OMITTED]          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               CTSLink Customer Service
CORPORATE TRUST SERVICES                            SERIES 2004-PWR4                                  (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                    Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                            @ www.ctslink.com/cmbs
                                                                                         -------------------------------------------

                                                                                           PAYMENT DATE:  07/12/2004
                                                                                           RECORD DATE:   06/30/2004

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

                                                        DEFEASED LOAN DETAIL

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

                               Offering              Ending
               Loan            Document             Scheduled
               Number      Cross-Reference           Balance            Maturity Date    Note Rate           Defeasance Status
            ---------------------------------------------------------------------------------------------------------------------
            ---------------------------------------------------------------------------------------------------------------------












            ---------------------------------------------------------------------------------------------------------------------
                    Totals
            ---------------------------------------------------------------------------------------------------------------------

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

           (1) Property Type Code                      (2) Resolution Strategy Code
           ----------------------                      ----------------------------

MF - Multi-Family       OF - Office                 1 - Modification    6 - DPO                      10 - Deed in Lieu Of
RT - Retail             MU - Mixed Use              2 - Forecolsure     7 - REO                            Foreclosure
HC - Health Care        LO - Lodging                3 - Bankruptcy      8 - Resolved                 11 - Full Payoff
IN - Industrial         SS - Self Storage           4 - Extension       9 - Pending Return           12 - Reps and Warranties
WH - Warehouse          OT - Other                  5 - Note Sale            to Master Servicer      13 - Other or TBD
MH - Mobile Home Park   DL   Defeansance Loan

(3) DefeasanceCode

P - Partial Defeasance
F - Full Defeasance
N - No Defeasance Occured
X - Defeasance not Allowable
------------------------------------------------------------------------------------------------------------------------------------

Copyright, Wells Fargo Bank, N.A.                                                                                      Page 19 of 19
</TABLE>
<PAGE>


                                   EXHIBIT E-1



             FORM OF ARCAP INTEREST ON ADVANCE RECONCILIATION REPORT


                  The report shall set forth, for each Mortgage Loan for which
any Advance Interest has been paid, (i) the amount of Advance Interest, (ii) the
amount of Default Charges available to offset such Advance Interest (per Section
3.28 of the Pooling and Servicing Agreement) and (iii) the net amount of such
Advance Interest giving effect to such offset.

















                                      E-1-1

<PAGE>



                                   EXHIBIT E-2

                 FORM OF ARCAP MORTGAGE LOANS DELINQUENT REPORT





                        MORTGAGE LOANS DELINQUENCY REPORT
                         As of Month End ______________
                   Deal Name



<TABLE>
<CAPTION>
                                    ENDING
                                     SCH.                                  OUTSTANDING  OUTSTANDING           FIRST
LOAN   LOAN     PRO-SUP  PROPERTY   PRIN.   SCHEDULED  LATE   UNALLOCATED     P & I      SERVICING    PAID     DUE   GRACE
NBR    OFFICER    ID      NAME       BAL.    PAYMENT   FEES    SUSPENSE      ADVANCES     ADVANCES   TO DATE   DATE   DAYS  COMMENTS
<S>    <C>      <C>      <C>        <C>     <C>        <C>    <C>          <C>          <C>          <C>      <C>     <C>   <C>






SPECIALLY SERVICED LOANS
------------------------

















</TABLE>





                                      E-2-1



<PAGE>




                                   EXHIBIT E-3

             FORM OF ARCAP P&I ADVANCES AS OF REMITTANCE DATE REPORT


<TABLE>
<CAPTION>
<S>                              <C>                                                                      <C>
                                                                                                          ------------------------
                                 [DEAL NAME]                                                               ADVANCES DETAIL REPORT
                                                                                                          ------------------------
                                 [DEAL SERIES]

                                 DISTRIBUTION DATE:   [INSERT]
</TABLE>


[TO BE COMPLETED AS OF MASTER
SERVICER REMITTANCE DATE]

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                               GROSS
LOAN NUMBER  TAB  BORROWERS NAME  PAID TO DATE    PRINCIPAL   INTEREST    ADMIN FEE  ASER      NET      T & I
              NO                                   ADVANCE     BALANCE     PORTION   AMOUNT  INTEREST  ADVANCE
                                                   BALANCE     ADVANCE                        ADVANCE
--------------------------------------------------------------------------------------------------------------
<S>          <C>  <C>             <C>              <C>         <C>         <C>        <C>      <C>      <C>



























                  ----------------------------------------------------------------------------------------------------
                          TOTALS
                  ====================================================================================================




<CAPTION>
------------------------------------------------------------------
LOAN NUMBER     SERVICING      INTEREST      TOTAL        ACTUAL
             ADVANCE BALANCE  ON ADVANCES   ADVANCE     PRINCIPAL
                                            BALANCE      BALANCE
-----------------------------------------------------------------
<S>          <C>               <C>          <C>         <C>
































                  ----------------------------------------------------------------------------------------------------
                          TOTALS
                  ====================================================================================================

</TABLE>








                                      E-3-1

<PAGE>



                                   EXHIBIT E-4
                       FORM OF ARCAP REALIZED LOSS REPORT


     [The form is identical to the form that appears as Exhibit E-8 to
                                this Agreement.]



















                                      E-5-1



<PAGE>


                                   EXHIBIT E-5

              ARCAP NAMING CONVENTION FOR ELECTRONIC FILE DELIVERY




ARCap Naming Convention for Electronic File Delivery

Deal Name - Prospectus Loan I.D. - Statement Type - Statement Date - Months
Covered by Statement

For Example:

JPM2000C10-00001.1-OS-12312000-12
JPM2000C10-00001.2-OS-12312000-12
JPM2000C10-00001.1-OSAR-12312000-12
JPM2000C10-00001.1-FS-12312000-12
JPM2000C10-00001.1-RR-12312000

DLJ2000CKP1-00150.1-OS-12312000-12
DLJ2000CKP1-00001.1-OSAR-12312000-12
DLJ2000CKP1-00001.1-FS-12312000-12
DLJ2000CKP1-00001.1-RR-12312000
DLJ2000CKP1-00001.1-PI-12312000

Please note there should not be any special characters in the Deal Name, i.e. no
spaces, no dashes, no underscores, etc.

The Prospectus I.D. should have five leading characters, a decimal point, and
the Property # (1,2,3,etc).

The Statement Types are:   OS -     Operating Statement  (PDF or TIF format)
                           OSAR -   Operating Statement Analysis Report &
                                    NOI ADJ Worksheet (Excel Format
                                    named individually, not rolling
                                    format)
                           FS -     Borrower Financial Statement (PDF or TIF)
                           RR -     Rent Roll (Excel or PDF or TIF)
                           PI -     Property Inspection (Excel format)
                           HS -     Healthcare Survey
                           FR -     Franchise Annual Compliance Report

The Statement Date should be eight characters long - MODAYEAR where MO = months
from 01 to 12, DAY = day of month from 01 to 31, YEAR = year such as 1999 or
2000 or 2001.

The Months Covered by the Statement should range from 01 to 12.




                                      E-5-1


<PAGE>



                                   EXHIBIT E-6

             CONTROLLING CLASS CERTIFICATEHOLDER'S REPORTS CHECKLIST


<TABLE>
<CAPTION>
------------------------------------------- ------------------ -------------------- ---------------------------------
               Information                                           Format                    Frequency
------------------------------------------- ------------------ -------------------- ---------------------------------
<S>                                              <C>                 <C>            <C>
       Property Operating Statement              Actual              PDF/TIF        Quarterly per Section 3.12/4.02
                                                                                                 of PSA
------------------------------------------- ------------------ -------------------- ---------------------------------
            Property Rent Roll                   Actual              PDF/TIF        Quarterly per Section 3.12/4.02
                                                                                                 of PSA
------------------------------------------- ------------------ -------------------- ---------------------------------
   Other Financials as required by loan          Actual              PDF/TIF          Per Section 3.12/4.02 of PSA
                documents
------------------------------------------- ------------------ -------------------- ---------------------------------
                                                                                      Within 30 days of annual or
           Property Inspection                   Actual              PDF/TIF          other inspection per Section
                                                                                              3.12 of PSA
------------------------------------------- ------------------ -------------------- ---------------------------------
    P&I Advances as of Remittance Date           Monthly              Excel         Master Servicer Remittance Date
                Report(1)
------------------------------------------- ------------------ -------------------- ---------------------------------
   Mortgage Loans Delinquent Report (2)          Monthly              Excel          End of each month per Section
                                                                                              4.02 of PSA
------------------------------------------- ------------------ -------------------- ---------------------------------
Interest on Advance Reconciliation Report        Monthly              Excel                Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
CMSA Setup File (Issuer/Trustee/Servicer)       CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
            CMSA Property File                  CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
      CMSA Loan Periodic Update File            CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
           CMSA Financial File                  CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
     Distribution Statement (Trustee)            Monthly            Excel/PDF          Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
         CMSA Bond File (Trustee)               CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
      CMSA Collateral File (Trustee)            CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
        CMSA Supplemental Reports               CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
   Operating Statement Analysis Report          CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
         NOI Adjustment Worksheet               CMSA IRP          Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
Documentation Exceptions Report (Trustee)       Quarterly         Access/Excel         Monthly/Distribution Date
------------------------------------------- ------------------ -------------------- ---------------------------------
</TABLE>

Footnotes:

(1) On the Master Servicer Remittance Date following the Determination Date for
the related Distribution Date, a list of all loans delinquent and requiring a
P&I Advance as of the P&I Advance Date.

(2) As of the last day of the month (30th), for all delinquencies reported in #1
above, a list of all mortgage loans which remain delinquent for such
Distribution period (along with the number of days delinquent) accompanied with
any reason, in Master Servicer's opinion, for the mortgage loans continued
delinquency, along with an explanation of Master Servicer's attempts to cure.

         ARCap requests that the above information be organized in ascending
Prospectus Loan I.D. order and forwarded on each of the above listed dates via
E-Mail to the following address.

Ricka Moore                                          Larry Duggins
Director Bond/Mortgage Surveillance                  President
ARCap REIT, Inc.                                     ARCap REIT, Inc.
rmoore@arcap.com                                     lduggins@arcap.com
(972) 580-1688 ext. 341                              (972) 580-1688 ext. 323



                                      E-6-1


<PAGE>





                                   EXHIBIT E-7

           MONTHLY ADDITIONAL REPORT ON RECOVERIES AND REIMBURSEMENTS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                                               EXAMPLE
MONTHLY ADDITIONAL REPORT ON RECOVERIES AND REIMBURSEMENTS
LOAN BY LOAN
APPLICABLE TO WORKOUT DELAYED REIMBURSEMENT AMOUNTS AND NONRECOVERABLE ADVANCES
<S>                      <C>       <C>      <C>       <C>      <C>       <C>      <C>

DISTRIBUTION DATE:       11/15/2003
                         lp48      new       new       new     new         new     new
TRUST RECORDS                                          G       H                   I
---------------------------------------------------------------------------------------
                                                      UNREIMBURSED  ADVANCES






                        MODIFICA-   DEEMED                                     INITIAL
                        TION        NON-
PROSPECTUS  SERVICER    DATE (IF    RECOVERA-  TYPE      INITIAL  ADVANCE    REIMBURSEMENT
ID          LOAN #      APPLICABLE  BLE DATE   ADVANCE   AMOUNT   INTEREST       DATE
------------------------------------------------------------------------------------------
        10 xxx          11/1/2003   na         P & I      50,000     3,000    11/12/2003


        11 xxx          11/1/2003   11/4/2003  P & I      50,000     3,000    11/12/2003


        12 xxx          na          11/4/2003  Legal      10,000       500    11/12/2003




------------------------------------------------------------------------------------------
totals
         *Unreimbursed(in process),  N=(G + H) - (K + M)

         1         2        3         4         5         6       7                8


<CAPTION>

---------------------------------------------------------------------------------
         Example



   <C>     <C>     <C>      <C>    <C>          <C>      <C>       <C>       <C>
           calc             new                  calc             calc
    J              K               L                     M                N
---------------------------------------------------------------------------------
          REIMBURSED ADVANCES
 --------------------------------------------------------------------------------
   PRINCIPAL COLLECTIONS           INTEREST COLLECTIONS






                                                                    AMOUNTS STILL
    CURRENT          CUMULATIVE      CURRENT       CUMULATIVE       DUE *
---------------------------------------------------------------------------------
      45,000           45,000              0             0                  8,000


      53,000           53,000              0             0                      0


           0                0         10,500        10,500                      0




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



            9               10             11            12                     13
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------



new         new                  calc      new                 new          new        new         lp36     lp 11
BORROWER INFORMATION
-----------------------------------------------------------------------------------------------------------------------------

              CURRENT                                  IF NONRECOVERABLE
              AMOUNTS                     IS IT STILL  ADVANCES
UNLIQUIDATED  PAID BY       UNLIQUIDATED  RECOVERABLE  REIMBURSED FROM
ADVANCES      BORROWER OR   ADVANCES      BLE OR       PRINCIPAL,         INTEREST                                 ARD
(BEGINNING    PROCEEDS OF   (ENDING       NONRECOV     REALIZED LOSS      SHORTFALL                  ACTUAL LOAN   DATE/MAT
BALANCE)      RELATED LOAN  BALANCE)      ERABLE?      AMOUNT             TO TRUST    COMMENTS       BALANCE       URITY DATE
-----------------------------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>        <C>          <C>                 <C>        <C>             <C>           <C>
     53,000            0       53,000     R                       0               0   Modification P  $5,053,000    Nov-07
                                                                                      &
                                                                                      rolled
                                                                                      into loan
                                                                                      balance
          0            0            0     N                  53,000               0   Modification-   $5,000,000    Nov-07
                                                                                      forgiveness
                                                                                      of
                                                                                      debt
          0            0            0     N                       0          10,500   Legal           $2,000,000    Nov-07
                                                                                      expense-
                                                                                      interest
                                                                                      shortfall
                                                                                      to trust





----------------------------------------------------------------------------------------------------------------------------
         14           15           16             17             18              19            20         21          22

</TABLE>

                                      E-7-1
<PAGE>

                                   EXHIBIT E-8
                               REALIZED LOSS FORM
<TABLE>
<CAPTION>
                 ------------------------------------------------------------------------------------
                 REALIZED LOSS FORM (PREPARED BY                                                      Instructions to MS   Items
                 SPECIAL AND MASTER SERVICER)                                                         and Trustee          that
                                                                                                                           affect
                                                                                                                           CH*
                 ------------------------------------------------------------------------------------------------------------------
                                                              PORTFOLIO NAME
                                                                SERVICER ID:

MAP TEMPLATE
FIELD TO LOAN
  PERIODIC
   FIELD:        (APPLICABLE TO FINAL RECOVERY DETERMINATION/REALIZED LOSS)     DATE:                        4/15/2004
------------ ---------------------------------------------------------------------------------------------------------
<S>              <C>                                                        <C>             <C>            <C>        <C>        <C>
                 TOTAL FUNDS RECEIVED ON CORRECTED MORTGAGE LOAN AND SPECIALLY SERVICED MORTGAGE LOAN:
                                      Sales Proceeds or Payoff Proceeds     3,600,000.00
                                                     Insurance Proceeds             -
                                                       Suspense Balance             -
                                        Tax & Insurance Reserve Balance             -
     -                                            Other Reserve Balance             -
     -                                                   Other Proceeds             -
                                                                              ----------
     -           TOTAL FUNDS RECEIVED                                                        3,600,000.00
     -           LESS: LIQUIDATION EXPENSES
     -                                                      Broker Fees        95,105.19
     -                                           Other Selling Expenses             -
     -                                                                        ----------
                                                                                                95,105.19
                                                                                            --------------------------
    L45          PROCEEDS AVAILABLE                                                                       3,504,894.91
             ---------------------------------------------------------------------------------------------------------
             1)  AMOUNTS DUE SERVICERS AND TRUSTEE:
                 INCLUDES CURRENT PERIOD AND ACCRUED SERVICING FEES AND
                 OTHER FEES:
                 (EXCLUDES ITEMS FROM ADDITIONAL TRUST FUND EXPENSES)
    L109     a   Liquidation Fee to SS on SS loan                                               35,048.95
    L108     b   Workout Fee on Corrected Mtg. loan                                                  -
    New1     c   Master Servicing Fees                                                               -
    New1     d   Special Servicing Fees                                                              -
    New1     e   Trustee Fees                                                                        -
    New1     f   Other Fees                                                                          -
    L37      g   P & I Advances (net)                                                                -
    L103     h   Interest on Advances- P & I                                                    12,514.30
    L38      i   T&I Advances                                                                        -
    L103     j   Interest on Advances- T&I                                                           -
    L39      k   Servicing Advances (other Expense Advance oustanding)                               -
    L103     l   Interest on Advances-Servicing Advances                                             -
     -           TOTAL                                                                                       47,563.25

             2)  AMOUNTS HELD BACK FOR FUTURE PAYMENT:
                                                                                                                      place in
                                                                                                                      suspense until
                                                                                                                      legal final
    New      a   Other Unpaid Fees and expenses                                                  3,000.00             invoice
    New      b   Other amounts                                                                       -                received
     -           TOTAL                                                                                        3,000.00

             3)  ACCRUED INTEREST (CURRENT PERIOD AND PRIOR INTEREST
                 SHORTFALLS)
    L23      a   Current Scheduled Interest (net of fees)                                       36,863.48                          x
    L35      b   Cumulative Aser Amount                                                         50,000.00                          x
    New2     c   Deemed non-recoverable interest (prior shortfall)                             695,006.76                          x
    New2     d   Deemed non-recoverable interest (paid from trust principal)                         -                             x
    New2     e   Other unpaid interest                                                               -                             x
                                                                                             ------------
     -           TOTAL                                                                                      781,870.24             x

             4)  ADDITIONAL TRUST FUND EXPENSES (PRIOR INTEREST SHORTFALLS
                 OR PRINCIPAL LOSSES)                                                                                              x
    New3     a   Special Servicing Fees                                                          2,000.00                          x
    New3     b   Work Out fees (Corrected Mortgage Loan)                                             -                             x
    New3     c   Interest on Advances                                                           15,000.00                          x
    New3     d   Other expenses: (Inspection by SS, Environmental,
                 legal etc.)                                                                         -                             x
    New3     e   Unliquidated Advances (work-out delayed reimb.paid from                             -                             x
                 trust-principal)
    New3     f   Deemed Non-Recoverable Principal Advances (paid from
                 trust-Principal)                                                            1,282,322.37                          x
    New3     g   Deemed Non-Recoverable Servicing Advances (paid from
                 trust-Principal)                                                            2,000,000.00                          x
     -           TOTAL                                                                                    3,299,322.37             x

                                                                                             ------------
    L46          TOTAL #1 THROUGH #4 - LIQUIDATION EXPENSES                                  4,131,755.86
                                                                                             ------------
                                                                                                         -------------
    L27          NET PROCEEDS (PROCEEDS AVAILABLE LESS #1 THRU #4)                                        (626,861.05)             x
                (Proceeds available for Principal Distribution)                                          -------------
                (If negative, no proceeds available for distribution)
                                                                                                         -------------
     L6          BEGINNING SCHEDULED PRINCIPAL BALANCE                                                    5,833,393.01             x
                                                                                                         -------------
                                                                                                         -------------
                 REALIZED LOSS CALCULATION                                                                6,460,254.06             x
                                                                                                         -------------
                                                                                                         -------------
    L47          REALIZED LOSS TO TRUST (PER DEFINITION IN PSA)                                           5,833,393.01
             ---------------------------------------------------------------------------------------------------------

    New4         IF REALIZED LOSS > BEGINNING SCHEDULED PRINCIPAL BALANCE                                   626,861.05
                 (IF POSITIVE NUMBER)
                 --------------------------------------------------------
                 (REFER TO PSA FOR ALLOCATION) (OPTIONAL)
     -       A   Amounts allocated to Interest shortfall--Current Period            -
     -       B   Amount applied to Interest shortfall or principal            626,861.05
                 loss--Prior Period
     -       C   Amount to Realized Loss > than STB, allocate to current            -
                 period principal
     -       D   Other method per PSA
                 -----------------------------------------------------------------------------------------------------
                 ADDITIONAL PROCEEDS RECEIVED AFTER FINAL RECOVERY DETERMINATION/REALIZED LOSS
                 AMOUNTS DISTRIBUTED AS REIMBURSEMENT OF UNFUNDED PRINCIPAL BALANCE REDUCTIONS                                     x
                 (PRIOR REALIZED LOSSES) (OPTIONAL)
                 Date                            Description      Amount    Class that received funds (optional)
                 ----                            -----------      ------    ------------------------------------
    New5         5/8/2004                                           2000
                                                                       0
                 subtotal Additional Proceeds                                                                 2,000.00

             ---------------------------------------------------------------------------------------------------------
                 ADDITIONAL EXPENSES AFTER FINAL RECOVERY DETERMINATION/REALIZED LOSS ALLOCATED TO
                 INTEREST SHORTFALLS
                 Date                            Description      Amount    Class that received funds (optional)                   x
                 ----                            -----------      ------    ------------------------------------
    New5         5/8/2004                      Legal expense        1500
                                                                       0
                 subtotal Additional Expenses                                                                 1,500.00
                                                                                                         -------------
             CUMULATIVE NET ADJUSTMENT TO  TRUST                                                                500.00

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

             ---------------------------------------------------------------------------------------------------------
                 Signature and Title of Servicing Officer                                      Date

             CC:  SPECIAL SERVICER, MASTER SERVICER, TRUSTEE, ATTACHMENT TO DISTRIBUTION STATEMENT
             ---------------------------------------------------------------------------------------------------------
</TABLE>

                                      E-8-1
<PAGE>

                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
                              HELD IN PHYSICAL FORM

                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR4
[OR OTHER CERTIFICATE REGISTRAR]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4, Class ______ Certificates [having an initial
                       aggregate Certificate [Principal Balance] [Notional
                       Amount] as of June [ ], 2004 (the "Closing Date") of
                       $__________] [evidencing a ____% Percentage Interest in
                       the related Class] (the "Transferred Certificates")

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
______________ (the "Transferor") to _________________ (the "Transferee") of the
captioned Certificates (the "Transferred Certificates") pursuant to Section 5.02
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of June 1, 2004 among Bear Stearns Commercial Mortgage Securities Inc.,
as Depositor, Prudential Asset Resources, Inc., as a Master Servicer and as
Shell Plaza Special Servicer, Wells Fargo Bank, National Association, as a
Master Servicer, as Certificate Administrator and as Tax Administrator, ARCap
Servicing, Inc., as General Special Servicer, LaSalle Bank National Association,
as Trustee, ABN AMRO Bank N.V., as Fiscal Agent, and The Prudential Insurance
Company of America, as Shell Plaza Non-Pooled Subordinate Noteholder. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

         1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

         2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a

                                     F-1-1
<PAGE>

Transferred Certificate or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security from any person in any manner, (c)
otherwise approached or negotiated with respect to any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security with any
person in any manner, (d) made any general solicitation with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security by means of general advertising or in any other manner, or (e)
taken any other action with respect to any Transferred Certificate, any interest
in a Transferred Certificate or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) hereof) would constitute
a distribution of the Transferred Certificates under the Securities Act of 1933,
as amended (the "Securities Act"), or would render the disposition of the
Transferred Certificates a violation of Section 5 of the Securities Act or any
state securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.



                                            Very truly yours,

                                            ------------------------------------
                                            (Transferor)


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------



                                     F-1-2
<PAGE>

                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM


                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR4
[OR OTHER CERTIFICATE REGISTRAR]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4, Class ______ Certificates [having an initial
                       aggregate Certificate [Principal Balance] [Notional
                       Amount] as of June [ ], 2004 (the "Closing Date") of
                       $__________] [evidencing a ____% Percentage Interest in
                       the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
[through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants)] in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of June 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer and Shell Plaza Special Servicer, Wells Fargo Bank,
National Association, as a Master Servicer, as Certificate Administrator and as
Tax Administrator, ARCap Servicing, Inc., as General Special Servicer, LaSalle
Bank National Association, as Trustee, ABN AMRO Bank N.V., as Fiscal Agent, and
The Prudential Insurance Company of America, as Shell Plaza Non-Pooled
Subordinate Noteholder. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor that:

         1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that

                                     F-2A-1
<PAGE>

the sale to it is being made in reliance on Rule 144A. The Transferee is
acquiring the Transferred Certificates for its own account or for the account of
another Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases for its
own account or for the account of another Qualified Institutional Buyer and to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (b) pursuant to another exemption from registration
under the Securities Act.

         2. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all
related matters, that it has requested.

         3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                             Very truly yours,

                                             -----------------------------------
                                             (Transferee)


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


                             Nominee Acknowledgment


         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                             -----------------------------------
                                             (Nominee)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                     F-2A-2
<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee [each of the Transferee's equity owners] owned and/or
invested on a discretionary basis $_____________________(1) in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

         ___      Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

         ___      Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar

----------------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.

                                     F-2A-3
<PAGE>

                  institution, which is supervised and examined by a state or
                  federal authority having supervision over any such
                  institutions or is a foreign savings and loan association or
                  equivalent institution and (b) has an audited net worth of at
                  least $25,000,000 as demonstrated in its latest annual
                  financial statements, a copy of which is attached hereto, as
                  of a date not more than 16 months preceding the date of sale
                  of the Transferred Certificates in the case of a U.S. savings
                  and loan association, and not more than 18 months preceding
                  such date of sale in the case of a foreign savings and loan
                  association or equivalent institution.

         ___      Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

         ___      Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

         ___      State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

         ___      QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

         ___      Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

         3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

                                     F-2A-4
<PAGE>

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

         ___      ___      Will the Transferee be purchasing the Transferred
         Yes      No       Certificates only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

         8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                             -----------------------------------
                                                   Print Name of Transferee


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------
                                             Date:
                                                  ------------------------------

                                     F-2A-5
<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]


         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

____      The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

____      The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

                                     F-2A-6
<PAGE>

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

         ____     ____      Will the Transferee be purchasing the Transferred
         Yes      No        Certificates only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

         8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                             Print Name of Transferee or Adviser

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------
                                             IF AN ADVISER:

                                             Print Name of Transferee


                                             Date:
                                                  ------------------------------


                                     F-2A-7
<PAGE>

                                  EXHIBIT F-2B

               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM


                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR4
[OR OTHER CERTIFICATE REGISTRAR]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4, Class ______ Certificates [having an initial
                       aggregate Certificate [Principal Balance] [Notional
                       Amount] as of June [ ], 2004 (the "Closing Date") of
                       $__________] [evidencing a ____% Percentage Interest in
                       the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
[through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants)] in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of June 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer and Shell Plaza Special Servicer, Wells Fargo Bank,
National Association, as a Master Servicer, as Certificate Administrator and as
Tax Administrator, ARCap Servicing, Inc., as General Special Servicer, LaSalle
Bank National Association, as Trustee, ABN AMRO Bank N.V., as Fiscal Agent, and
The Prudential Insurance Company of America, as Shell Plaza Non-Pooled
Subordinate Noteholder. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor that:

         1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

                                     F-2B-1
<PAGE>

         2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee, Certificate Administrator or the Certificate Registrar is obligated
so to register or qualify the Transferred Certificates, and (c) neither the
Transferred Certificates nor any security issued in exchange therefor or in lieu
thereof may be resold or transferred unless it is (i) registered pursuant to the
Securities Act and registered or qualified pursuant to any applicable state
securities laws or (ii) sold or transferred in a transaction which is exempt
from such registration and qualification and the Certificate Registrar has
received (A) a certificate from the prospective transferor substantially in the
form attached as Exhibit F-1 to the Pooling and Servicing Agreement and a
certificate from the prospective transferee substantially in the form attached
either as Exhibit F-2A or as Exhibit F-2B to the Pooling and Servicing
Agreement; or (B) an Opinion of Counsel satisfactory to the Certificate
Administrator to the effect that, among other things, the transfer may be made
without registration under the Securities Act, together with the written
certification(s) as to the facts surrounding the transfer from the prospective
transferor and/or prospective transferee upon which such Opinion of Counsel is
based.

         3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN
         THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS. ANY RESALE, PLEDGE,
         TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST
         HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
         TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
         AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION
         OUTSIDE OF THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH
         OFFERS AND SALES MUST COMPLY WITH ALL APPLICABLE LAWS OF SUCH
         JURISDICTION.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A)
         TO ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
         THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
         AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
         1986, AS AMENDED (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
         INDIRECTLY PURCHASING THIS CERTIFICATE

                                     F-2B-2
<PAGE>

         OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
         OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
         BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
         OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

         5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.

         6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificates; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such an
investment and can afford a complete loss of such investment.

                                     F-2B-3
<PAGE>

         7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                             Very truly yours,

                                             -----------------------------------
                                             (Transferee)


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


                             Nominee Acknowledgment


         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                             -----------------------------------
                                             (Nominee)


                                             By:
                                                --------------------------------
                                             Name:
                                             Title:



                                     F-2B-4
<PAGE>

                                  EXHIBIT F-2C

                   FORM OF TRANSFEREE CERTIFICATE FOR CERTAIN
             TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES


                                     [Date]

[TRANSFEROR]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4, Class __ Certificates having an initial
                       aggregate Certificate [Principal Balance] [Notional
                       Amount] as of June [ ], 2004 (the "Closing Date") of
                       $[__________] (the "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of June 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as depositor (the "Depositor"), Prudential
Asset Resources, Inc., as a master servicer and as Shell Plaza Special Servicer,
Wells Fargo Bank National Association, as a master servicer, as certificate
administrator and as tax administrator, ARCap Servicing, Inc. as general special
servicer, LaSalle Bank National Association as trustee (the "Trustee"), ABN AMRO
Bank N.V. as fiscal agent and The Prudential Insurance Company of America, as
Shell Plaza Non-Pooled Subordinate Noteholder. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to and agrees with you, and for the benefit of the Depositor, the
Trustee and the Certificate Registrar that:

         1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act") and has
     completed one of the forms of certification to that effect attached hereto
     as Annex 1 and Annex 2. The Transferee is aware that the Transfer to it of
     the Transferor's interest in the Transferred Certificates is being made in
     reliance on Rule 144A. The Transferee is acquiring such interest in the
     Transferred Certificates for its own account or for the account of a
     Qualified Institutional Buyer.

         2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under

                                     F-2C-1
<PAGE>

     any applicable state securities laws, (b) none of the Depositor, the
     Trustee, Certificate Administrator or the Certificate Registrar is
     obligated so to register or qualify the Transferred Certificates, and (c)
     neither the Transferred Certificates nor any security issued in exchange
     therefor or in lieu thereof may be resold or transferred unless it is (i)
     registered pursuant to the Securities Act and registered or qualified
     pursuant any applicable state securities laws or (ii) sold or transferred
     in transactions which are exempt from such registration and qualification
     and the Transferor desiring to effect such transfer has received either (A)
     a certificate from the prospective transferee substantially in the form
     attached either as Exhibit F-2C to the Pooling and Servicing Agreement or
     (B) an opinion of counsel to the effect that the transferee is a Qualified
     Institutional Buyer and such transfer may be made without registration
     under the Securities Act.

         3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate, any security issued in exchange
     therefor or in lieu thereof or any interest in the foregoing except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that each
     Transferred Certificate will bear the following legends:

              THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
              SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
              SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION
              WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS. ANY
              RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
              OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
              MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
              REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
              PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
              REFERRED TO HEREIN.

              IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY
              JURISDICTION OUTSIDE OF THE UNITED STATES, ITS TERRITORIES AND
              POSSESSIONS, SUCH OFFERS AND SALES MUST COMPLY WITH ALL APPLICABLE
              LAWS OF SUCH JURISDICTION.

              NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
              (A) TO ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
              ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
              SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
              INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) TO
              ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
              CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
              FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT
              PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
              ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
              SERVICING AGREEMENT REFERRED TO HEREIN.

                                     F-2C-2
<PAGE>

         4. The Transferee has been furnished with all information regarding (a)
     The Depositor, (b) the Transferred Certificates and distributions thereon,
     (c) the nature, performance and servicing of the Mortgage Loans, (d) the
     Pooling and Servicing Agreement, and (e) all related matters, that it has
     requested.

                                             Very truly yours,

                                             -----------------------------------
                                             (Transferee)


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


                                     F-2C-3
<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Bear Stearns Commercial Mortgage
Securities Inc. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $_____________________(1) in securities
(other than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

         ___      Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale for a foreign bank or equivalent
                  institution.

         ___      Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority

------------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.

                                     F-2C-4
<PAGE>

                  having supervision over any such institutions or is a foreign
                  savings and loan association or equivalent institution and (b)
                  has an audited net worth of at least $25,000,000 as
                  demonstrated in its latest annual financial statements, a copy
                  of which is attached hereto, as of a date not more than 16
                  months preceding the date of sale of the Transferred
                  Certificates in the case of a U.S. savings and loan
                  association, and not more than 18 months preceding such date
                  of sale in the case of a foreign savings and loan association
                  or equivalent institution.

         ___      Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

         ___      Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

         ___      State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

         ___      QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

         ___      Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

         3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any such Person, the Transferee used
the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market.

                                     F-2C-5

<PAGE>

Further, in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

             ____ ____        Will the Transferee be acquiring interests in the
              Yes  No         Transferred Certificates only for the Transferee's
                              own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

         8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                             (Transferee)

                                             By:
                                                --------------------------------
                                                Name:
                                                Title:
                                                Date:



                                     F-2C-6
<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Bear Stearns Commercial Mortgage
Securities Inc. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee")
or, if the Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because the Transferee is part of a Family of Investment Companies (as defined
below), is an executive officer of the investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

____      The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

____      The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment

                                     F-2C-7
<PAGE>

Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to
a repurchase agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, or owned by the Transferee's Family
of Investment Companies, the securities referred to in this paragraph were
excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
Transfers to the Transferee will be in reliance on Rule 144A.

            ____     ____     Will the Transferee be acquiring interests in the
             Yes      No      Transferred Certificates only for the Transferee's
                              own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's acquisition of any interest in the
Transferred Certificates will constitute a reaffirmation of this certification
by the undersigned as of the date of such acquisition.

                  8. Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                             (Transferee or Adviser)

                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                             IF AN ADVISER:

                                             Print Name of Transferee

                                             Date:


                                     F-2C-8
<PAGE>

                                  EXHIBIT F-2D

                   FORM OF TRANSFEREE CERTIFICATE FOR CERTAIN
           TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4, Class __ Certificates having an initial
                       aggregate Certificate [Principal Balance] [Notional
                       Amount] as of June [ ], 2004 (the "Closing Date") of
                       $[__________] (the "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of June 1, 2004, among Bear Stearns Commercial Mortgage
Securities Inc., as depositor, Prudential Asset Resources, Inc., as a master
servicer and as Shell Plaza Special Servicer, Wells Fargo Bank, National
Association, as a master servicer, as certificate administrator and tax
administrator, ARCap Servicing, Inc., as general special servicer, LaSalle Bank
National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent, and The
Prudential Insurance Company of America, as Shell Plaza Non-Pooled Subordinate
Noteholder. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.

         For purposes of this certification, "United States Securities Person"
means (i) any natural person resident in the United States, (ii) any partnership
or corporation organized or incorporated under the laws of the United States;
(iii) any estate of which any executor or administrator is a United States
Securities Person, other than any estate of which any professional fiduciary
acting as executor or administrator is a United States Securities Person if an
executor or administrator of the estate who is not a United States Securities
Person has sole or shared investment discretion with respect to the assets of
the estate and the estate is governed by foreign law, (iv) any trust of which
any trustee is a United States Securities Person, other than a trust of which
any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United

                                     F-2D-1
<PAGE>

States Securities Person, (v) any agency or branch of a foreign entity located
in the United States, unless the agency or branch operates for valid business
reasons and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations and their agencies, affiliates and pension
plans, any other similar international organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.

         We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:              ,
       -------------  -----

                                             By:
                                                --------------------------------
                                                As, or agent for, the beneficial
                                                owner(s) of the Certificates to
                                                which this certificate relates.


                                     F-2D-2
<PAGE>

                                  EXHIBIT F-3A

                         FORM OF TRANSFEROR CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


                                     [Date]


Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Excess Servicing Fee Right established under the Pooling and Servicing
Agreement, dated as of June 1, 2004 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Prudential Asset Resources, Inc. as a master servicer and as Shell
Plaza Special Servicer, Wells Fargo Bank, National Association, as a master
servicer, as certificate administrator and as tax administrator, ARCap
Servicing, Inc., as general special servicer, LaSalle Bank National Association,
as trustee, ABN AMRO Bank N.V. as fiscal agent and The Prudential Insurance
Company of America, as Shell Plaza Non-Pooled Subordinate Noteholder. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Depositor, that:

         1. The Transferor is the lawful owner of the right to receive the
Excess Servicing Fees with respect to the Serviced Mortgage Loans for which
_________________ is the applicable Master Servicer (the "Excess Servicing Fee
Right"), with the full right to transfer the Excess Servicing Fee Right free
from any and all claims and encumbrances whatsoever.

         2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other
similar security to any person in any manner, (b) solicited any offer to buy or
accept a transfer, pledge or other disposition of the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security with any person in any manner,
(d) made any general solicitation with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken
any other action, which (in

                                     F-3A-1
<PAGE>

the case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of the Excess Servicing Fee Right under the Securities
Act of 1933, as amended (the "Securities Act"), or would render the disposition
of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act
or any state securities laws, or would require registration or qualification of
the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.

                                             Very truly yours,

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:








                                     F-3A-2
<PAGE>

                                  EXHIBIT F-3B

                         FORM OF TRANSFEREE CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS



                                     [Date]


Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179

[APPLICABLE MASTER SERVICER]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Excess Servicing Fee Right established under the Pooling and Servicing
Agreement, dated as of June 1, 2004 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Prudential Asset Resources, Inc. as a master servicer and as Shell
Plaza Special Servicer, Wells Fargo Bank, National Association, as a master
servicer, as certificate administrator and as tax administrator, ARCap
Servicing, Inc., as general special servicer, LaSalle Bank National Association,
as trustee, ABN AMRO Bank N.V. as fiscal agent and The Prudential Insurance
Company of America, as Shell Plaza Non-Pooled Subordinate Noteholder. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as the Depositor
and the applicable Master Servicer, that:

         1. The Transferee is acquiring right to receive Excess Servicing Fees
with respect to the Serviced Mortgage Loans as to which __________________ is
the applicable Master Servicer (the "Excess Servicing Fee Right") for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

         2. The Transferee understands that (a) the Excess Servicing Fee Right
has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the
Depositor, the Trustee, Certificate Administrator or the Certificate Registrar
is obligated so to register or qualify the Excess Servicing Fee Right, and (c)
the Excess Servicing Fee Right may not be resold or transferred unless it is (i)
registered

                                     F-3B-1
<PAGE>

pursuant to the Securities Act and registered or qualified pursuant any
applicable state securities laws or (ii) sold or transferred in transactions
which are exempt from such registration and qualification and (A) the Depositor
has received a certificate from the prospective transferor substantially in the
form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B)
each of the applicable Master Servicer and the Depositor have received a
certificate from the prospective transferee substantially in the form attached
as Exhibit F-3B to the Pooling and Servicing Agreement.

         3. The Transferee understands that it may not sell or otherwise
transfer the Excess Servicing Fee Right or any interest therein except in
compliance with the provisions of Section 3.11 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed.

         4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other
similar security to any person in any manner, (b) solicited any offer to buy or
accept a pledge, disposition or other transfer of the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security with any person in any manner,
(d) made any general solicitation with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in
the Excess Servicing Fee Right or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) above) would constitute
a distribution of the Excess Servicing Fee Right under the Securities Act, would
render the disposition of the Excess Servicing Fee Right a violation of Section
5 of the Securities Act or any state securities law or would require
registration or qualification of the Excess Servicing Fee Right pursuant
thereto. The Transferee will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.

         5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Excess Servicing Fee Right and payments thereon, (c) the
Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d)
the nature, performance and servicing of the Mortgage Loans, and (e) all related
matters, that it has requested.

         6. The Transferee is (a) a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act or (b) an "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or an entity in which all of the equity owners come within such
paragraphs. The Transferee has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Excess Servicing Fee Right; the Transferee has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Transferee is able to bear the economic
risks of such investment and can afford a complete loss of such investment.

                                     F-3B-2
<PAGE>

         7. The Transferee agrees (i) to keep all information relating to the
Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such
information in any manner which could result in a violation of any provision of
the Securities Act or would require registration of the Excess Servicing Fee
Right or any Certificate pursuant to the Securities Act, and (iii) not to
disclose such information, and to cause its officers, directors, partners
employees, agents or representatives not to disclose such information, in any
manner whatsoever, in whole or in part, to any other Person other than such
holder's auditors, legal counsel and regulators, except to the extent such
disclosure is required by law, court order or other legal requirement or to the
extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of
disclosure by such holder; provided, however, that such holder may provide all
or any part of such information to any other Person who is contemplating an
acquisition of the Excess Servicing Fee Right if, and only if, such Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to
keep such information confidential, not to use or disclose such information in
any manner which could result in a violation of any provision of the Securities
Act or would require registration of the Excess Servicing Fee Right or any
Certificates pursuant to the Securities Act and not to disclose such
information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than such Persons' auditors,
legal counsel and regulators.

         8. The Transferee acknowledges that the holder of the Excess Servicing
Fee Right shall not have any rights under the Pooling and Servicing Agreement
except as set forth in Section 3.11(a) of the Pooling and Servicing Agreement,
and that the Excess Servicing Fee Rate may be reduced to the extent provided in
the Pooling and Servicing Agreement.

                                             Very truly yours,

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:



                                     F-3B-3
<PAGE>

                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
                       CERTIFICATES HELD IN PHYSICAL FORM)



                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR4
[OR OTHER CERTIFICATE REGISTRAR]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4, Class ______ Certificates [having an initial
                       aggregate Certificate [Principal Balance] [Notional
                       Amount] as of June [ ], 2004 (the "Closing Date") of
                       $__________] [evidencing a ____% Percentage Interest in
                       the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 1,
2004 among Bear Stearns Commercial Mortgage Securities Inc., as Depositor,
Prudential Asset Resources, Inc., as a Master Servicer and as Shell Plaza
Special Servicer, Wells Fargo Bank, National Association, as a Master Servicer,
as Certificate Administrator and as Tax Administrator, ARCap Servicing, Inc., as
General Special Servicer, LaSalle Bank National Association, as Trustee, ABN
AMRO Bank N.V., as Fiscal Agent, and The Prudential Insurance Company of
America, as Shell Plaza Non-Pooled Subordinate Noteholder. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you as Certificate Registrar, as follows (check the
applicable paragraph):

___      The Transferee is neither (A) a retirement plan or other employee
         benefit plan or arrangement, including an individual retirement account
         or annuity, a Keogh plan or a collective investment fund or separate
         account in which such plans, accounts or arrangements are invested,
         including an insurance company general account, that is subject to
         ERISA or Section 4975 of the Code (each, a "Plan"), nor (B) a Person
         who is

                                     G-1-1
<PAGE>

         directly or indirectly purchasing the Transferred Certificates on
         behalf of, as named fiduciary of, as trustee of, or with assets of a
         Plan; or

___      The Transferee is using funds from an insurance company general account
         to acquire the Transferred Certificates, and the purchase and holding
         of such Certificates by such Person are 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
         95-60.

___      The Transferred Certificates are Class ___ Certificates, an interest in
         which is being acquired by or on behalf of a Plan in reliance on one of
         the individual prohibited transaction exemptions issued by the U.S.
         Department of Labor to __________________ (PTE 90-30 or 90-29), and
         such Transferred Certificates have an investment grade rating on the
         date of this letter, and such Plan (X) is an accredited investor as
         defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is
         not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
         Trustee, the Depositor, the Fiscal Agent, any Mortgage Loan Seller,
         either Master Servicer, either Special Servicer, any Sub-Servicer, any
         Exemption-Favored Party or any Borrower with respect to any Mortgage
         Loan or group of Mortgage Loans that represents more than 5% of the
         aggregate unamortized principal balance of the Mortgage Loans
         determined on the date of the initial issuance of the Certificates, or
         by an Affiliate of any such Person, and (Z) agrees that it will obtain
         from each of its Transferees to which it transfers an interest in the
         Transferred Certificates, a written representation that such
         Transferee, if a Plan, satisfies the requirements of the immediately
         preceding clauses (X) and (Y), together with a written agreement that
         such Transferee will obtain from each of its Transferees that are Plans
         a similar written representation regarding satisfaction of the
         requirements of the immediately preceding clauses (X) and (Y).


                                             Very truly yours,

                                             [TRANSFEREE]


                                             By:
                                                --------------------------------
                                             Name:
                                             Title:



                                     G-1-2
<PAGE>

                                   EXHIBIT G-2

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)



                                     [Date]


[TRANSFEROR]


                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4, Class ____ Certificates [having an initial
                       aggregate [Principal Balance] [Notional Amount] as of
                       June [ ], 2004 (the "Closing Date") of $__________] (the
                       "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective DTC Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of June 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer and Shell Plaza Special Servicer, Wells Fargo Bank,
National Association, as a Master Servicer, as Certificate Administrator and Tax
Administrator, ARCap Servicing, Inc., as General Special Servicer, LaSalle Bank
National Association, as Trustee, ABN AMRO Bank N.V., as Fiscal Agent, and The
Prudential Insurance Company of America, as Shell Plaza Non-Pooled Subordinate
Noteholder. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you as follows
(check the applicable paragraph):

___      The Transferee is neither (A) a retirement plan, an employee benefit
         plan or other retirement arrangement, including an individual
         retirement account or annuity, a Keogh plan or a collective investment
         fund or separate account in which such plans, accounts or arrangements
         are invested, including an insurance company general account, that is
         subject to Section 406 of ERISA or Section 4975 of the Code (each, a
         "Plan"), nor (B) a Person who is directly or indirectly purchasing an
         interest in the Transferred Certificates on behalf of, as named
         fiduciary of, as trustee of, or with assets of, a Plan;

___      The Transferee is using funds from an insurance company general account
         to acquire an interest in the Transferred Certificates, and the
         purchase and holding of such interest by such Person ares exempt from
         the prohibited transaction provisions of Section 406 of

                                     G-2-1
<PAGE>

         ERISA and Section 4975 of the Code under Sections I and III of
         Prohibited Transaction Class Exemption 95-60; or

___      The Transferred Certificates are Class ____ Certificates, an interest
         in which is being acquired by or on behalf of a Plan in reliance on one
         of the individual prohibited transaction exemptions issued by the U.S.
         Department of Labor to __________________ (PTE 90-30 or 90-29), and
         such Transferred Certificates have an investment grade rating on the
         date of this letter, and such Plan (X) is an accredited investor as
         defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is
         not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
         Trustee, the Depositor, the Fiscal Agent, any Mortgage Loan Seller,
         either Master Servicer, either Special Servicer, any Sub-Servicer, any
         Exemption-Favored Party or any Borrower with respect to any Mortgage
         Loan or group of Mortgage Loans that represents more than 5% of the
         aggregate unamortized principal balance of the Mortgage Loans
         determined on the date of the initial issuance of the Certificates, or
         by an Affiliate of any such Person, and (Z) agrees that it will obtain
         from each of its Transferees to which it transfers an interest in the
         Transferred Certificates, a written representation that such
         Transferee, if a Plan, satisfies the requirements of the immediately
         preceding clauses (X) and (Y), together with a written agreement that
         such Transferee will obtain from each of its Transferees that are Plans
         a similar written representation regarding satisfaction of the
         requirements of the immediately preceding clauses (X) and (Y).

                                             [TRANSFEREE]


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:



                                     G-2-2
<PAGE>

                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                      FOR TRANSFERS OF CLASS R CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED



                  Re:  Bear Stearns Commercial Mortgage Securities Inc., Series
                       2004-PWR4 (the "Certificates") issued pursuant to the
                       Pooling and Servicing Agreement (the "Pooling and
                       Servicing Agreement"), dated as of June 1, 2004, among
                       Bear Stearns Commercial Mortgage Securities Inc. as
                       Depositor, Wells Fargo Bank, National Association as a
                       Master Servicer, as Certificate Administrator and as Tax
                       Administrator, Prudential Asset Resources, Inc., as a
                       Master Servicer and as Shell Plaza Special Servicer,
                       ARCap Servicing, Inc. as General Special Servicer,
                       LaSalle Bank National Association as Trustee, ABN AMRO
                       Bank N.V. as Fiscal Agent and The Prudential Insurance
                       Company of America, as Shell Plaza Non-Pooled Subordinate
                       Noteholder

STATE OF                 )
                         )               ss.:
COUNTY OF                )                   -----------------

         I, [ ], under penalties of perjury, declare that, to the best of my
knowledge and belief, the following representations are true, correct and
complete, and being first sworn, depose and say that:

         1. I am the [ ] of [ ] (the "Purchaser"), on behalf of which I have the
authority to make this affidavit.

         2. The Purchaser is acquiring Class R Certificates representing [o]% of
the residual interest in each of the real estate mortgage investment conduits
(each, a "REMIC") designated as "REMIC I", "REMIC II" and "REMIC III",
respectively, relating to the Certificates for which an election has been or is
to be made under Section 860D of the Internal Revenue Code of 1986 (the "Code").

         3. The Purchaser is a Permitted Transferee (as defined in the Pooling
and Servicing Agreement) and is not a "Disqualified Organization" (as defined
below), and that the Purchaser is not acquiring the Class R Certificates for the
account of, or as agent or nominee of, or with a view to the transfer of direct
or indirect record or beneficial ownership thereof, to a person that is not a
Permitted Transferee or to a Disqualified Organization. For the purposes hereof,
a Disqualified Organization is any of the following: (i) the United States, (ii)
any state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v)

                                     H-1-1
<PAGE>

any agency or instrumentality of any of the foregoing, (vi) any tax-exempt
organization (other than a cooperative described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code, (vii) any
organization described in Section 1381(a)(2)(C) of the Code, or (viii) any other
entity designated as a "disqualified organization" by relevant legislation
amending the REMIC Provisions and in effect at or proposed to be effective as of
the time of determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax (except for the Federal Home
Loan Mortgage Corporation) and a majority of its board of directors is not
selected by such governmental unit. The terms "United States" and "international
organization" shall have the meanings set forth in Section 7701 of the Code.

         4. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

         5. The Purchaser will not cause the income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

         6. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
Class R Certificates to a Disqualified Organization.

         7. No purpose of the acquisition of the Class R Certificates is to
impede the assessment or collection of tax.

         8. [Check the statement that applies]

o    If the Transferor requires the safe harbor under Treasury Regulation
     Section 1.860E-1 to apply:

         ____ a) In accordance with Treasury Regulation Section 1.860E-1, the
Purchaser (i) is an "eligible corporation" as defined in Section
1.860E-1(c)(6)(i) of the Treasury Regulations, as to which the income of Class R
Certificates will only be subject to taxation in the United States, (ii) has,
and has had in each of its two preceding fiscal years, gross assets for
financial reporting purposes (excluding any obligation of a person related to
the transferee within the meaning of Section 1.860E-1(c)(6)(ii) of the Treasury
Regulations or any other assets if a principal purpose for holding or acquiring
such asset is to satisfy this condition) in excess of $100 million and net
assets of $10 million, and (iii) hereby agrees only to transfer the Certificate
to another corporation meeting the criteria set forth in Treasury Regulation
Section 1.860E-1;

         or

                                     H-1-2
<PAGE>

         _____ b)The Purchaser is a United States Person and the consideration
paid to the Purchaser for accepting the Class R Certificates is greater than the
present value of the anticipated net federal income taxes and tax benefits ("Tax
Liability Present Value") associated with owning such Certificates, with such
present value computed using a discount rate equal to the "Federal short-term
rate" prescribed by Section 1274 of the Code as of the date hereof or, to the
extent it is not, if the Transferee has asserted that it regularly borrows, in
the ordinary course of its trade or business, substantial funds from unrelated
third parties at a lower interest rate than such applicable federal rate and the
consideration paid to the Purchaser is greater than the Tax Liability Present
Value using such lower interest rate as the discount rate, the transactions with
the unrelated third party lenders, the interest rate or rates, the date or dates
of such transactions, and the maturity dates or, in the case of adjustable rate
debt instruments, the relevant adjustment dates or periods, with respect to such
borrowings, are accurately stated in Exhibit A to this letter.

o    If the Transferor does not require the safe harbor under Treasury
     Regulation Section 1.860E-1 to apply:

         _____ c)The Purchaser is a "United States person" as defined in Section
7701(a) of the Code and the regulations promulgated thereunder (the Purchaser's
U.S. taxpayer identification number is __________). The Purchaser is not
classified as a partnership under the Code (or, if so classified, all of its
beneficial owners are United States persons).



         9. The Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R Certificates as they
become due.

         10. The Purchaser understands that it may incur tax liabilities with
respect to the Class R Certificates in excess of any cash flows generated by
such Certificates.

         11. The Purchaser will not transfer the Class R Certificates to any
person or entity as to which the Purchaser has not received an affidavit
substantially in the form of this affidavit or to any person or entity as to
which the Purchaser has actual knowledge that the requirements set forth in
paragraphs 3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity
with respect to which the Purchaser has not (at the time of such transfer)
satisfied the requirements under the Code to conduct a reasonable investigation
of the financial condition of such person or entity (or its current beneficial
owners if such person or entity is classified as a partnership under the Code).

         12. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the Class R Certificates to a Disqualified Organization, an
agent thereof or a person that does not satisfy the requirements of paragraphs 7
and 9.

                                     H-1-3
<PAGE>

         13. The Purchaser consents to the designation of the Tax Administrator
as the agent of the Tax Matters Person of the REMIC I, REMIC II and REMIC III
pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.

         Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly
executed on its behalf by its duly authorized officer this ___ day of
________________.


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


         Personally appeared before me [ ] known or proved to me to be the same
person who executed the foregoing instrument and to be a [ ] of the Purchaser,
and acknowledged to me that he/she executed the same as his/her free act and
deed and as the free act and deed of the Purchaser.

         Subscribed and sworn before me this

               day of              .
         -----        -------------

         ----------------------------------------
         Notary Public





                                     H-1-4
<PAGE>

                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                              CLASS R CERTIFICATES



                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR4
[OR OTHER CERTIFICATE REGISTRAR]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4, Class R Certificates, evidencing a ____%
                       Percentage Interest in such Class (the "Residual Interest
                       Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 1,
2004 among Bear Stearns Commercial Mortgage Securities Inc., as Depositor,
Prudential Asset Resources, Inc., as a Master Servicer and Shell Plaza Special
Servicer, Wells Fargo Bank, National Association, as a Master Servicer, as
Certificate Administrator and as Tax Administrator, ARCap Servicing, Inc., as
General Special Servicer, LaSalle Bank National Association, as Trustee, ABN
AMRO Bank N.V., as Fiscal Agent, and The Prudential Insurance Company of
America, as Shell Plaza Non-Pooled Subordinate Noteholder. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you as Certificate Registrar, as follows:

         1. No purpose of the Transferor relating to the transfer of the
Residual Interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.

         2. The Transferor understands that the Transferee has delivered to you
a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.


                                     H-2-1
<PAGE>

         3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may not be
respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the
Transferor has conducted such an investigation.

                                             Very truly yours,

                                             By:
                                                --------------------------------
                                             (Transferor)
                                             Name:
                                             Title:



                                     H-2-2
<PAGE>

                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT
                   CONCERNING REPLACEMENT OF SPECIAL SERVICER



                                     [Date]


Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention:
          -------------------

Fitch, Inc.
One State Street Plaza, 31st Floor
New York, NY  10004
Attention:
          -------------------

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4

Ladies and Gentlemen:

         This notice is being delivered pursuant to Section 3.26 of the Pooling
and Servicing Agreement, dated as of June 1, 2004 (the "Agreement") among Bear
Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer and as Shell Plaza Special Servicer, Wells
Fargo Bank, National Association, as a Master Servicer, as Certificate
Administrator and as Tax Administrator, ARCap Servicing, Inc., as General
Special Servicer, the undersigned as Trustee, ABN AMRO Bank N.V., as Fiscal
Agent, and The Prudential Insurance Company of America, as Shell Plaza
Non-Pooled Subordinate Noteholder, and relating to Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-PWR4 (the "Certificates"). Capitalized terms used but not otherwise defined
herein shall have respective meanings assigned to them in the Agreement.

         Notice is hereby given that ____________________________________ has
designated ________________________________ to serve as the [Shell Plaza]
[General] Special Servicer under the Agreement.

         The designation of ____________________________ as Special Servicer
will become final if certain conditions are met and each Rating Agency delivers
to LaSalle Bank National Association, the trustee under the Agreement (the
"Trustee"), written confirmation that if the person designated to become the
[Shell Plaza] [General] Special Servicer were to serve as such, such event would
not result in an Adverse Rating Event with respect to any Class of the
Certificates. Accordingly, such confirmation is hereby requested as soon as
possible.


                                     I-1-1
<PAGE>

         Please acknowledge receipt of this notice by signing the enclosed copy
of this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                             Very truly yours,

                                             LASALLE BANK NATIONAL ASSOCIATION


                                             -----------------------------------
                                             Name:
                                             Title:




Receipt acknowledged:

MOODY'S INVESTORS SERVICE, INC.

By:
   ----------------------------------
Name:
Title:
Date:


FITCH, INC.


By:
   ----------------------------------
Name:
Title:
Date:



                                     I-1-2
<PAGE>

                                   EXHIBIT I-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER



                                     [Date]


[CERTIFICATE ADMINISTRATOR]
[TAX ADMINISTRATOR]
[TRUSTEE]
[FISCAL AGENT]
[MASTER SERVICERS]
[DEPOSITOR]
[SPECIAL SERVICERS (including the replaced Special Servicer)]
[Shell Plaza Non-Pooled Subordinate Noteholder]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4

Ladies and Gentlemen:

         Pursuant to Section 3.26 of the Pooling and Servicing Agreement, dated
as of June 1, 2004 relating to Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as [Shell Plaza] [General] Special
Servicer under, and as defined in, the Agreement. The undersigned hereby
acknowledges and agrees that, as of the date hereof, it is and shall be a party
to the Agreement and bound thereby to the full extent indicated therein in the
capacity of [Shell Plaza] [General] Special Servicer. The undersigned hereby
makes, as of the date hereof, the representations and warranties set forth in
Section [2.07][2.08] of the Agreement, with the following corrections with
respect to type of entity and jurisdiction of organization:
____________________.


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

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:



                                     I-2-1
<PAGE>

                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT


DEBTOR:

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179



SECURED PARTY:

LaSalle Bank National Association
as Trustee for the registered holders of
Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust
Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR4


TEXT:

See Exhibit I attached hereto and made a part hereof.

A sale by the Seller/Debtor of, or a grant by the Seller/Debtor of a security
interest in, any collateral described in this financing statement will violate
the rights of the Buyer/Secured Party listed in Item 3 above.


                                      J-1
<PAGE>

                                                          EXHIBIT I TO EXHIBIT J

SELLER/DEBTOR:

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179

BUYER/SECURED PARTY:

LaSalle Bank National Association
as Trustee for the registered holders of
Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust Services Group--
Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR4

DESCRIPTION OF THE PROPERTY COVERED:

         This Exhibit I is attached to and incorporated in a financing statement
pertaining to Bear Stearns Commercial Mortgage Securities Inc. as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and LaSalle Bank National Association as trustee for the holders of the Series
2004-PWR4 Certificates (referred to as the "Secured Party" for purposes of this
financing statement only), under that certain Pooling and Servicing Agreement,
dated as of June 1, 2004 (the "Pooling and Servicing Agreement"), among the
Debtor as depositor, the Secured Party as trustee, Prudential Asset Resources,
Inc. as a master servicer (in such capacity, a "Master Servicer") and special
servicer for the Shell Plaza Loan Group (in such capacity, the "Shell Plaza
Special Servicer"), Wells Fargo Bank, National Association, as a Master Servicer
(in such capacity, a "Master Servicer"), as certificate administrator and as tax
administrator, ARCap Servicing, Inc. as special servicer for all of the mortgage
loans other than the Shell Plaza Loan Group (in such capacity, the "General
Special Servicer"), ABN AMRO Bank N.V. as fiscal agent, and The Prudential
Insurance Company of America, as Shell Plaza non-pooled subordinate noteholder,
relating to the issuance of the Debtor's Commercial Mortgage Pass-Through
Certificates, Series 2004-PWR4 (collectively, the "Series 2004-PWR4
Certificates"). Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement. The
attached financing statement covers all of the Debtor's right (including the
power to convey title thereto), title and interest in and to the Trust Fund
created pursuant to the Pooling and Servicing Agreement, consisting of the
following:

         1.  The mortgage notes or other evidence of indebtedness of a borrower
             (the "Mortgage Notes") with respect to the mortgage loans (the
             "Mortgage Loans") listed on the Schedule of Mortgage Loans to the
             Pooling and Servicing Agreement, as the same may be updated from
             time to time,

                                      J-2
<PAGE>

             which Schedule of Mortgage Loans as of the Closing Date is attached
             hereto as Exhibit A;

         2.  The related mortgages, deeds of trust or other similar instruments
             securing such Mortgage Notes (the "Mortgages");

         3.  With respect to each Mortgage Note and each Mortgage, each other
             legal, credit and servicing document related to such Mortgage Note
             and Mortgage (collectively, with such related Mortgage Note and
             Mortgage, the "Mortgage Loan Documents");

         4.  (a) the Collection Account maintained by each of the Master
             Servicers pursuant to the Pooling and Servicing Agreement, (b) all
             funds from time to time on deposit in each Collection Account, (c)
             the investments of any such funds consisting of securities,
             instruments or other obligations, and (d) the general intangibles
             consisting of the contractual right to payment, including, without
             limitation, the right to payments of principal and interest and the
             right to enforce the related payment obligations, arising from or
             under any such investments;

         5.  All REO Property;

         6.  (a) the respective REO Accounts required to be maintained by the
             Special Servicers pursuant to the Pooling and Servicing Agreement,
             (b) all funds from time to time on deposit in each REO Account, (c)
             the investments of any such funds consisting of securities,
             instruments or other obligations, and (d) the general intangibles
             consisting of the contractual right to payment, including, without
             limitation, the right to payments of principal and interest and the
             right to enforce the related payment obligations, arising from or
             under any such investments;

         7.  (a) the Servicing Account(s) and Reserve Account(s) required to be
             maintained by the Master Servicers or Special Servicers pursuant to
             the Pooling and Servicing Agreement, and (b) all funds from time to
             time on deposit in the Servicing Account(s) and Reserve Account(s);

         8.  (a) the Excess Liquidation Proceeds Account(s) and the Interest
             Reserve Account(s) required to be maintained by the Certificate
             Administrator pursuant to the Pooling and Servicing Agreement, and
             (b) all funds from time to time on deposit in the Excess
             Liquidation Proceeds Account(s) and the Interest Reserve
             Account(s);

         9.  (a) the Distribution Account required to be maintained by the
             Certificate Administrator on behalf of the Buyer/Secured Party
             pursuant to the Pooling and Servicing Agreement, (b) all funds from
             time to time on deposit in the Distribution Account, (c) the
             investments of any such funds consisting of securities, instruments
             or other obligations, and (d) the general intangibles consisting of
             the contractual right to payment,

                                      J-3
<PAGE>

             including, without limitation, the right to payments of principal
             and interest and the right to enforce the related payment
             obligations, arising from or under any such investments;

         10. The rights of the Seller/Debtor under Sections 2, 3, 4 (other than
             Section 4(c)) and 5 (and, to the extent related to the foregoing,
             Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each Pooled
             Mortgage Loan Purchase Agreement.

         11. All insurance policies, including the right to payments thereunder,
             with respect to the Mortgage Loans required to be maintained
             pursuant to the Mortgage Loan Documents and the Pooling and
             Servicing Agreement, transferred to the Trust and to be serviced by
             the Master Servicer or Special Servicer; and

         12. All income, payments, products and proceeds of any of the
             foregoing, together with any additions thereto or substitutions
             therefor.

         THE SELLER/DEBTOR AND THE BUYER/SECURED PARTY INTEND THE TRANSACTIONS
         CONTEMPLATED BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A
         SALE OF THE INTEREST IN THE MORTGAGE NOTES, THE RELATED MORTGAGES AND
         THE OTHER MORTGAGE LOAN DOCUMENTS, AND THIS FILING SHOULD NOT BE
         CONSTRUED AS A CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES
         HEREIN TO MORTGAGE NOTES SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT
         ANY MORTGAGE NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING OF THE
         UNIFORM COMMERCIAL CODE OR THAT A FILING IS NECESSARY TO PERFECT THE
         OWNERSHIP OR SECURITY INTEREST OF THE BUYER/SECURED PARTY IN ANY
         MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT. IN ADDITION,
         THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS
         SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY,
         INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED
         SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE
         UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION,
         NOR SHOULD THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A
         FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF
         THE BUYER/SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT, INCLUDING,
         WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST AND
         THE RIGHT TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR
         UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION (INCLUDING,
         WITHOUT LIMITATION, ANY PERMITTED INVESTMENT). WITH

                                      J-4

<PAGE>

         RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF
         CONTRARY ASSERTIONS BY THIRD PARTIES.

A SALE BY THE SELLER/DEBTOR OF, OR A GRANT BY THE SELLER/DEBTOR OF A SECURITY
INTEREST IN, ANY COLLATERAL DESCRIBED IN THIS FINANCING STATEMENT WILL VIOLATE
THE RIGHTS OF THE BUYER/SECURED PARTY.



                                      J-5
<PAGE>

                                             EXHIBIT A TO EXHIBIT I TO EXHIBIT J

                           SCHEDULE OF MORTGAGE LOANS

                                [See Schedule I]




                                      J-6
<PAGE>

                                   EXHIBIT K-1

                   INFORMATION REQUEST FROM CERTIFICATEHOLDER
                              OR CERTIFICATE OWNER



                                     [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Administration (CMBS)

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4

         In accordance with the Pooling and Servicing Agreement, dated as of
June 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc. as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer and as Shell Plaza Special Servicer, Wells Fargo
Bank, National Association, as a Master Servicer, as Certificate Administrator
and as Tax Administrator, ARCap Servicing, Inc., as General Special Servicer,
LaSalle Bank National Association, as Trustee, ABN AMRO Bank N.V., as Fiscal
Agent, and The Prudential Insurance Company of America, as Shell Plaza
Non-Pooled Subordinate Noteholder, with respect to the Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-PWR4 (the "Certificates"), the undersigned hereby certifies and agrees as
follows:

         1.  The undersigned is a [holder] [beneficial holder] of $___________
             aggregate [Certificate Principal Balance/Certificate Notional
             Amount] of the Class ____ Certificates.

         2.  The undersigned is requesting access to the following information
             (the "Information"):

             ___  The information on the Master Servicer's Internet Website
                  pursuant to Section 4.02(f) of the Pooling and Servicing
                  Agreement.

             ___  The information on the Certificate Administrator's Internet
                  Website pursuant to Section 4.02(a) of the Pooling and
                  Servicing Agreement.

             ___  The information identified on the schedule attached hereto
                  pursuant to Section 8.12(b) of the Pooling and Servicing
                  Agreement.

                                     K-1-1
<PAGE>

         3.  In consideration of the Certificate Administrator's disclosure to
             the undersigned of the Information, the undersigned will keep the
             Information confidential (except from such outside persons as are
             assisting it in evaluating the Information), and such Information
             will not, without the prior written consent of the Certificate
             Administrator, be disclosed by the undersigned or by its officers,
             directors, partners employees, agents or representatives
             (collectively, the "Representatives") in any manner whatsoever, in
             whole or in part; provided that the undersigned may provide all or
             any part of the Information to any other person or entity that
             holds or is contemplating the purchase of any Certificate or
             interest therein, but only if such person or entity confirms in
             writing such ownership interest or prospective ownership interest
             and agrees to keep it confidential; and provided that the
             undersigned may provide all or any part of the Information to its
             auditors, legal counsel and regulators.

         4.  The undersigned will not use or disclose the Information in any
             manner which could result in a violation of any provision of the
             Securities Act of 1933, as amended (the "Securities Act"), or the
             Securities Exchange Act of 1934, as amended, or would require
             registration of any Non-Registered Certificate (as defined in the
             Pooling and Servicing Agreement) pursuant to Section 5 of the
             Securities Act.

         All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                             -----------------------------------
                                             [CERTIFICATEHOLDER] [BENEFICIAL
                                             HOLDER OF A CERTIFICATE]


                                             By:
                                                --------------------------------
                                             Name:
                                             Title:
                                             Telephone No.:





                                     K-1-2
<PAGE>

                                   EXHIBIT K-2

                  INFORMATION REQUEST FROM PROSPECTIVE INVESTOR



                                     [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Administration (CMBS)

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4

         In accordance with the Pooling and Servicing Agreement, dated as of
June 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer and as Shell Plaza Special Servicer, Wells Fargo
Bank, National Association, as a Master Servicer, as Certificate Administrator
and as Tax Administrator, ARCap Servicing, Inc., as General Special Servicer,
LaSalle Bank National Association, as Trustee, ABN AMRO Bank N.V., as Fiscal
Agent and The Prudential Insurance Company of America, as Shell Plaza Non-Pooled
Subordinate Noteholder, with respect to the Bear Stearns Commercial Mortgage
Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

         1.  The undersigned is contemplating an investment in the Class ____
             Certificates.

         2.  The undersigned is requesting access to the following information
             (the "Information") for use in evaluating such possible investment:

             ___  The information on the Master Servicer's Internet Website
                  pursuant to Section 4.02(f) of the Pooling and Servicing
                  Agreement.

             ___  The information on the Certificate Administrator's Internet
                  Website pursuant to Section 4.02(a) of the Pooling and
                  Servicing Agreement.

             ___  The information identified on the schedule attached hereto
                  pursuant to Section 8.12(b) of the Pooling and Servicing
                  Agreement.

         3.  In consideration of the Certificate Administrator's disclosure to
             the undersigned of the Information, the undersigned will keep the
             Information

                                     K-2-1
<PAGE>

             confidential (except from such outside persons as are assisting it
             in making the investment decision described in paragraph 1), and
             such Information will not, without the prior written consent of the
             Certificate Administrator, be disclosed by the undersigned or by
             its officers, directors, partners employees, agents or
             representatives (collectively, the "Representatives") in any manner
             whatsoever, in whole or in part; provided that in the event the
             undersigned purchases any Certificate or any interest in any
             Certificate, the undersigned may provide all or any part of the
             Information to any other person or entity that holds or is
             contemplating the purchase of any Certificate or interest therein,
             but only if such person or entity confirms in writing such
             ownership interest or prospective ownership interest and agrees to
             keep it confidential; and provided that the undersigned may provide
             all or any part of the Information to its auditors, legal counsel
             and regulators.

         4.  The undersigned will not use or disclose the Information in any
             manner which could result in a violation of any provision of the
             Securities Act of 1933, as amended (the "Securities Act"), or the
             Securities Exchange Act of 1934, as amended, or would require
             registration of any Non-Registered Certificate (as defined in the
             Pooling and Servicing Agreement) pursuant to Section 5 of the
             Securities Act.

         All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                             [PROSPECTIVE PURCHASER]


                                             By:
                                                --------------------------------
                                             Name:
                                             Title:
                                             Telephone No.:



                                     K-2-2
<PAGE>

                                    EXHIBIT L

                      FORM OF POWER OF ATTORNEY BY TRUSTEE


RECORDING REQUESTED BY:
[NAME OF MASTER SERVICER
OR SPECIAL SERVICER]

AND WHEN RECORDED MAIL TO:

[ADDRESS OF MASTER SERVICER OR
SPECIAL SERVICER]

                    Space above this line for Recorder's use

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


                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


         KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL ASSOCIATION,
as trustee for holders of the Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4 ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of June 1, 2004 (the
"Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint
[NAME OF MASTER SERVICER OR SPECIAL SERVICER], as [Master Servicer] [Special
Servicer] under the Pooling and Servicing Agreement ("[SHORT NAME]"), as its
true and lawful attorney-in-fact for it and in its name, place, stead and for
its use and benefit:

         To perform any and all acts which may be necessary or appropriate to
enable [SHORT NAME] to service and administer the mortgage loans identified on
Schedule __ to the Pooling and Servicing Agreement in connection with the
performance by [SHORT NAME] of its duties as [Master Servicer] [Special
Servicer] under the Pooling and Servicing Agreement, giving and granting unto
[SHORT NAME] full power and authority to do and perform any and every act
necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that [SHORT NAME] shall lawfully do or
cause to be done by virtue hereof.



                                      L-1
<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this _____ day of _________, 20__.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as trustee for the holder of Bear
                                             Stearns Commercial Mortgage
                                             Securities Inc., Commercial
                                             Mortgage Pass-Through Certificates,
                                             Series 2004-PWR4


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


                                      L-2
<PAGE>


                           ALL-PURPOSE ACKNOWLEDGEMENT

                                    )
                                    )
                                    )

On                             before me,
   ---------------------------            --------------------------------------
              Date                        Name and Title of Officer (i.e., Your
                                          Name, Notary Public)

personally appeared
                    ------------------------------------------------------------
                                    Name(s) of Document Signer(s)


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

personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.




         ----------------------------------
                Signature of Notary






                                           (Affix seal in the above blank space)



                                      L-3
<PAGE>

                                    EXHIBIT M


                                   [RESERVED]











                                      M-1
<PAGE>

                                    EXHIBIT N

                     FORM OF FINAL CERTIFICATION OF TRUSTEE


                                     [Date]


[PARTIES TO POOLING AND SERVICING AGREEMENT]
[POOLED MORTGAGE LOAN SELLERS]
[SHELL PLAZA NON-POOLED SUBORDINATE NOTEHOLDER]
[CONTROLLING CLASS REPRESENTATIVE]

                  Re:  Bear Stearns Commercial Mortgage Securities Inc.,
                       Commercial Mortgage Pass-Through Certificates, Series
                       2004-PWR4

Ladies and Gentlemen:

         In accordance with Section 2.02(b) of that certain Pooling and
Servicing Agreement dated as of June 1, 2004 (the "Pooling and Servicing
Agreement") pursuant to which the certificates of the above-referenced series
were issued, the undersigned hereby certifies that, with respect to each
Original Pooled Mortgage Loan subject to the Pooling and Servicing Agreement,
and subject to the exceptions noted in the schedule of exceptions attached
hereto, that: (i) the original Mortgage Note specified in clause (i) of the
definition of "Mortgage File" and all allonges thereto, if any (or a copy of
such Mortgage Note, together with a lost note affidavit and indemnity certifying
that the original of such Mortgage Note has been lost), the original or copy of
documents specified in clauses (ii), (iii), (iv) (except with respect to the
Non-Trust-Serviced Pooled Mortgage Loans) and (viii) (without regard to the
verification of the effective date with respect to a title policy or the date of
funding with respect to a title commitment) and (x) (if the Pooled Mortgage Loan
Schedule specifies that a material portion of the interest of the Borrower in
the related Mortgaged Property consists of a leasehold interest) of the
definition of "Mortgage File" have been received by the undersigned or Custodian
on its behalf; [(ii) the recordation/filing contemplated by Section 2.01(e) of
the Pooling and Servicing Agreement has been completed (based solely on receipt
by the undersigned of the particular recorded/filed documents or an appropriate
receipt of recording/filing therefor);] (iii) all documents received by the
undersigned or any Custodian with respect to such Pooled Mortgage Loan have been
reviewed by the undersigned or by such Custodian on its behalf and (A) appear
regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Borrower), (B) appear to have been
executed and (C) purport to relate to such Pooled Mortgage Loan; and (iv) based
on the examinations referred to in Sections 2.02(a) and 2.02(b) of the Pooling
and Servicing Agreement and only as to the foregoing documents, the information
set forth in the Pooled Mortgage Loan Schedule with respect to the items
specified in clause (iii)(A) and clause (vi) of the definition of "Pooled
Mortgage Loan Schedule" accurately reflects the information set forth in the
related Mortgage File.

         Capitalized terms used but not defined herein shall have the meanings
given them in the Pooling and Servicing Agreement.

                                      N-1
<PAGE>

                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:











                                      N-2
<PAGE>

                                    EXHIBIT O

                        FORM OF DEFEASANCE CERTIFICATION


     FOR ANY LOAN THAT IS NOT AMONG TEN (10) LARGEST LOANS IN POOL, WITH
     OUTSTANDING BALANCE OF (A) $20,000,000 OR LESS, OR (B) LESS THAN 5% OF
     OUTSTANDING POOL BALANCE, WHICHEVER IS LESS

To:      Moody's Investors Service
         99 Church Street
         New York, New York 10007
         Attn:  [                  ]

         Fitch, Inc.
         One State Street Plaza
         New York, New York 10004

From:    [PAR] [WFB], in its capacity as a Master Servicer (a "Master Servicer")
         under the Pooling and Servicing Agreement dated as of June 1, 2004 (the
         "Pooling and Servicing Agreement"), among [PAR][WFB] as Master
         Servicer, Bear Stearns Commercial Mortgage Securities Inc. as
         Depositor, [PAR] [WFB] as a Master Servicer, as Certificate
         Administrator and as Tax Administrator, Prudential Asset Resources,
         Inc. as Shell Plaza Special Servicer, ARCap Servicing, Inc. as General
         Special Servicer, LaSalle Bank National Association as Trustee, ABN
         AMRO N.V. as Fiscal Agent and The Prudential Insurance Company of
         America, as Shell Plaza Non-Pooled Subordinate Noteholder.

Date:               , 20
         -----------    --

Re:      Bear Stearns Commercial Mortgage Securities Inc.
         Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4

         Mortgage loan (the "Mortgage Loan") identified by loan number _____ on
         the Mortgage Loan Schedule attached to the Pooling and Servicing
         Agreement and heretofore secured by the Mortgaged Properties identified
         on the Mortgage Loan Schedule by the following
         names:
               ---------------------

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

         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

         As Master Servicer under the Pooling and Servicing Agreement, we
hereby:

             1.   Notify you that the Borrower has consummated a defeasance of
                  the Mortgage Loan pursuant to the terms of the Mortgage Loan,
                  of the type checked below:

                                      O-1
<PAGE>

                       ____ a full defeasance of the payments scheduled to be
                            due in respect of the entire Principal Balance of
                            the Mortgage Loan; or

                       ____ a partial defeasance of the payments scheduled to be
                            due in respect of a portion of the Principal Balance
                            of the Mortgage Loan that represents ___% of the
                            entire Principal Balance of the Mortgage Loan and,
                            under the Mortgage, has an allocated loan amount of
                            $____________ or _______% of the entire Principal
                            Balance;

             2.   Certify that each of the following is true, subject to those
                  exceptions set forth with explanatory notes on Exhibit A
                  hereto, which exceptions the Master Servicer has determined,
                  consistent with the Servicing Standard, will have no material
                  adverse effect on the Mortgage Loan or the defeasance
                  transaction:

                  a.   The Mortgage Loan Documents permit the defeasance, and
                       the terms and conditions for defeasance specified therein
                       were satisfied in all material respects in completing the
                       defeasance.

                  b.   The defeasance was consummated on             , 20  .
                                                         ------------    --

                  c.   The defeasance collateral consists of securities that (i)
                       constitute "government securities" as defined in Section
                       2(a)(16) of the Investment Company Act of 1940 as amended
                       (15 U.S.C. 80A1), (ii) are listed as "Qualified
                       Investments for `AAA' Financings" under Paragraphs 1, 2
                       or 3 of "Cash Flow Approach" in Standard & Poor's Public
                       Finance Criteria 2000, as amended to the date of the
                       defeasance, (iii) are rated `AAA' by Standard & Poor's,
                       (iv) if they include a principal obligation, the
                       principal due at maturity cannot vary or change, and (v)
                       are not subject to prepayment, call or early redemption.
                       Such securities have the characteristics set forth below:

                                   CUSIP RATE MAT PAY DATES ISSUED

                  d.   The Master Servicer received an opinion of counsel (from
                       counsel approved by Master Servicer in accordance with
                       the Servicing Standard) that the defeasance will not
                       result in an Adverse REMIC Event.

                  e.   The Master Servicer determined that the defeasance
                       collateral will be owned by an entity (the "Defeasance
                       Obligor") as to which one of the statements checked below
                       is true:

                       ____ the related Borrower was a Single-Purpose Entity (as
                            defined in Standard & Poor's Structured Finance
                            Ratings

                                      O-2
<PAGE>

                            Real Estate Finance Criteria, as amended to the date
                            of the defeasance (the "S&P Criteria")) as of the
                            date of the defeasance, and after the defeasance
                            owns no assets other than the defeasance collateral
                            and real property securing Mortgage Loans included
                            in the pool.

                       ____ the related Borrower designated a Single-Purpose
                            Entity (as defined in the S&P Criteria) to own the
                            defeasance collateral; or

                       ____ the Master Servicer designated a Single-Purpose
                            Entity (as defined in the S&P Criteria) established
                            for the benefit of the Trust to own the defeasance
                            collateral.

                  f.   The Master Servicer received a broker or similar
                       confirmation of the credit, or the accountant's letter
                       described below contained statements that it reviewed a
                       broker or similar confirmation of the credit, of the
                       defeasance collateral to an Eligible Account (as defined
                       in the S&P Criteria) in the name of the Defeasance
                       Obligor, which account is maintained as a securities
                       account by the Trustee acting as a securities
                       intermediary.

                  g.   As securities intermediary, the Trustee is obligated to
                       make the scheduled payments on the Mortgage Loan from the
                       proceeds of the defeasance collateral directly to the
                       Master Servicer's collection account in the amounts and
                       on the dates specified in the Mortgage Loan Documents or,
                       in a partial defeasance, the portion of such scheduled
                       payments attributed to the allocated loan amount for the
                       real property defeased, increased by any defeasance
                       premium specified in the Mortgage Loan Documents (the
                       "Scheduled Payments").

                  h.   The Master Servicer received from the Borrower written
                       confirmation from a firm of independent certified public
                       accountants, who were approved by the Master Servicer in
                       accordance with the Servicing Standard, stating that (i)
                       revenues from principal and interest payments made on the
                       defeasance collateral (without taking into account any
                       earnings on reinvestment of such revenues) will be
                       sufficient to timely pay each of the Scheduled Payments
                       after the defeasance including the payment in full of the
                       Mortgage Loan (or the allocated portion thereof in
                       connection with a partial defeasance) on its Maturity
                       Date (or, in the case of an ARD Mortgage Loan, on its
                       Anticipated Repayment Date), (ii) the revenues received
                       in any month from the defeasance collateral will be
                       applied to make Scheduled Payments within four (4) months
                       after the date of receipt, and (iii) interest income from
                       the defeasance collateral to the Defeasance Obligor in

                                      O-3
<PAGE>

                       any calendar or fiscal year will not exceed such
                       Defeasance Obligor's interest expense for the Mortgage
                       Loan (or the allocated portion thereof in a partial
                       defeasance) for such year.

                  i.   The Master Servicer received opinions from counsel, who
                       were approved by Master Servicer in accordance with the
                       Servicing Standard, that (i) the agreements executed by
                       the Borrower and/or the Defeasance Obligor in connection
                       with the defeasance are enforceable against them in
                       accordance with their terms except as such enforcement
                       may be limited by bankruptcy, insolvency, reorganization
                       or other similar laws affecting the enforcement of
                       creditor's rights generally, and by general principles of
                       equity (regardless of whether such enforceability is
                       considered in a proceeding in equity or at law), and (ii)
                       the Trustee will have a perfected, first priority
                       security interest in the defeasance collateral described
                       above.

                  j.   The agreements executed in connection with the defeasance
                       (i) permit reinvestment of proceeds of the defeasance
                       collateral only in Permitted Investments (as defined in
                       the S&P Criteria), (ii) permit release of surplus
                       defeasance collateral and earnings on reinvestment to the
                       Defeasance Obligor or the Borrower only after the
                       Mortgage Loan has been paid in full, if any such release
                       is permitted, (iii) prohibit any subordinate liens
                       against the defeasance collateral, and (iv) provide for
                       payment from sources other than the defeasance collateral
                       or other assets of the Defeasance Obligor of all fees and
                       expenses of the securities intermediary for administering
                       the defeasance and the securities account and all fees
                       and expenses of maintaining the existence of the
                       Defeasance Obligor.

                  k.   The Mortgage Loan is not among the ten (10) largest loans
                       in the pool. The entire Principal Balance of the Mortgage
                       Loan as of the date of defeasance was $___________
                       [$20,000,000 or less or less than five percent of pool
                       balance, whichever is less] which is less than 5% of the
                       aggregate Certificate Principal Balance of the
                       Certificates as of the date of the most recent
                       Certificateholder Report received by us (the "Current
                       Report").

                  l.   The defeasance described herein, together with all prior
                       and simultaneous defeasances of Mortgage Loans, brings
                       the total of all fully and partially defeased Mortgage
                       Loans to $__________________, which is _____% of the
                       Aggregate Certificate Balance of the Certificates as of
                       the date of the Current Report.

                                      O-4
<PAGE>

             3.   Certify that, in addition to the foregoing, Master Servicer
                  has imposed such additional conditions to the defeasance (or
                  waived such conditions), subject to the limitations imposed by
                  the Mortgage Loan Documents, as are consistent with the
                  Servicing Standard.

             4.   Certify that Exhibit B hereto is a list of the material
                  agreements, instruments, organizational documents for the
                  Defeasance Obligor, and opinions of counsel and independent
                  accountants executed and delivered in connection with the
                  defeasance described above and that originals or copies of
                  such agreements, instruments and opinions have been or will be
                  transmitted to the Trustee or Custodian on its behalf for
                  placement in the related Mortgage File or, to the extent not
                  required to be part of the related Mortgage File, are in the
                  possession of the Master Servicer as part of the Master
                  Servicer's Servicing File.

             5.   Certify and confirm that the determinations and certifications
                  described above were rendered in accordance with the Servicing
                  Standard set forth in, and the other applicable terms and
                  conditions of, the Pooling and Servicing Agreement.

             6.   Certify that the individual under whose hand the Master
                  Servicer has caused this Notice and Certification to be
                  executed did constitute a Servicing Officer as of the date of
                  the defeasance described above.

             7.   Agree to provide copies of all items listed in Exhibit B to
                  you upon request.




                                      O-5
<PAGE>

         IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                             [PAR] [WFB]
                                             as Master Servicer


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:











                                      O-6
<PAGE>

                                  SCHEDULE I-A

                     SCHEDULE OF PMCF POOLED MORTGAGE LOANS
















                                    S-I-A-1

<PAGE>

<TABLE>
<CAPTION>
  ID      SELLER LOAN NUMBER         PROPERTY NAME                          ADDRESS                                    CITY
------   --------------------------- -------------------------------------  ------------------------------------   -----------------
 <S>                      <C>       <C>                                    <C>                                    <C>
   1                        6105363  Shell Plaza                            Various                                Houston
  1a                       6105363a  One Shell Plaza                        910 Louisiana Street                   Houston
  1b                       6105363b  Two Shell Plaza                        777 Walker Street                      Houston
   4                        6105359  40 Landsdowne Street                   40 Landsdowne Street                   Cambridge
  10                        6105472  Club Quarters                          52 William Street                      New York
  13                        6105498  Liberty Square Apartments              556 N. 400 East                        Provo
  14                        6105297  Flagler Waterview                      1515 North Flagler Drive               West Palm Beach
  15                        6105092  500 Centerpoint Parkway                500 Centerpoint Parkway                Pontiac
  19                        6105335  Payson Village Shopping Center         112-404 East Stage Highway 260         Payson
  20                        6105290  Wedgwood Apartments                    6701 Blanco Road                       San Antonio
  22                        6105236  Sunbury Plaza                          5991 Sunbury Road                      Westerville
  23                        6105329  Eastway Square Shopping Center         3211 Eastway Drive                     Charlotte
  24                        6104884  Bridge Building                        5295 South Commerce Drive              Murray
  26                        6105291  Jameson Federal Building               2900 4th Avenue North                  Billings
  27                        6105288  Dorado Apartments                      1400 Donegan Avenue                    Kissimmee
  28                        6105286  Lafayette Terrace                      3697 Mount Diablo Boulevard            Lafayette
  29                        6105410  Deerfield Parkway                      901, 920, and 950 Deerfield Parkway    Buffalo Grove
  30                        6105312  San Pedro Square                       13401 San Pedro Avenue                 San Antonio
  31                        6105446  Santa Fe Apartments                    3955 East Charleston Boulevard         Las Vegas
  36                        6105313  Deerwood Lake Commons                  4320 Deerwood Lake Parkway             Jacksonville
  37                        6105165  Ravencrest Apartments                  10003 North Forum West Drive           Houston
  39                        6105296  Commerce Plaza                         7000-7034 Commerce Street              Springfield
  43                        6105283  Pacific Coast Plaza                    821-897 Oak Park Blvd                  Pismo Beach
  46                        6104977  Bedrosian Tile Building                3550 East Sunset Road                  Las Vegas
  49                        6105340  Stone Brook Apartments                 600 Pioneer Road                       Rexburg
  50                        6105300  10200 & 10310 Pioneer Boulevard        10200 & 10310 Pioneer Boulevard        Santa Fe Springs
  51                        6105158  Thunderbird Plaza                      13600-13640 North 99th Avenue          Sun City
  54                        6104877  Imperial Villas                        1050 Imperial Highway                  Placentia
  56                        6105386  Hidden Pines Apartments                790 Dixon Road                         Jonesboro
  62                        6104800  Overlake Retail Center                 14100 Northeast 20th Street            Bellevue
  63                        6105346  Riverside Garden Apartments            211 Mountain Avenue                    Hackettstown
  70                        6105125  12th & 12th Storage                    1515 South 1200 West                   Ogden
  72                        6105273  Caleb Brett Building                   1114 Seaco Avenue                      Deer Park
  74                        6105214  Don Wilson Office Building             23705 Crenshaw Boulevard               Torrance
  77                        6105199  Federal Express Distribution Center    8110 Tristar                           Irving
</TABLE>

The Master Servicing Fee Rate for each Pooled Mortgage Loan listed on this
schedule is the rate per annum set forth in or described under the definition of
"Master Servicing Fee Rate" in Article I of the Pooling and Servicing Agreement.

<PAGE>

<TABLE>
<CAPTION>
                                                                               P&I MONTHLY
                                                                                   DEBT                IO MONTHLY
  ID      STATE     ZIP CODE    ORIGINAL BALANCE    CUT-OFF DATE BALANCE         SERVICE              DEBT SERVICE    MORTGAGE RATE
------  ---------  ----------  ------------------  -----------------------   --------------------   ---------------  ---------------
<S>        <C>      <C>             <C>                       <C>                     <C>               <C>             <C>
   1        TX       77002           131,962,500               131,962,500             679,656.54        510,255.00      4.64000%
  1a        TX       77002            86,298,210                86,298,210
  1b        TX       77002            45,664,290                45,664,290
   4        MA       02139            58,000,000                57,923,338             367,339.16                        5.82000%
  10        NY       10013            28,300,000                28,300,000             173,955.81                        5.51000%
  13        UT       84606            17,300,000                17,300,000             103,499.90                        5.98000%
  14        FL       33401            17,200,000                17,150,031             106,962.53                        5.63000%
  15        MI       48431            14,325,000                14,228,863              94,143.76                        6.21000%
  19        AZ       85541            10,500,000                10,478,005              58,829.71                        5.38000%
  20        TX       78216            10,000,000                 9,958,442              57,534.08                        5.62000%
  22        OH       43081             9,350,000                 9,350,000              56,902.31                        6.14000%
  23        NC       28205             9,240,000                 9,240,000              58,281.60                        6.48000%
  24        UT       84107             9,000,000                 8,982,560              52,464.40                        5.74000%
  26        MT       59101             8,300,000                 8,263,770              57,800.10                        5.65000%
  27        FL       34741             8,000,000                 7,976,332              45,674.40                        5.55000%
  28        CA       94549             8,000,000                 7,960,403              46,685.83                        5.75000%
  29        IL       60089             7,525,000                 7,525,000              44,971.14                        5.97000%
  30        TX       78216             7,000,000                 6,990,586              43,952.89                        5.73000%
  31        NV       89104             6,850,000                 6,843,501              38,764.71                        5.47000%
  36        FL       32216             6,150,000                 6,150,000                    NAP         27,279.95      5.25000%
  37        TX       77036             6,100,000                 6,057,800              39,414.33                        6.03000%
  39        VA       22150             6,000,000                 5,974,221              37,276.46                        5.62000%
  43        CA       93449             4,850,000                 4,840,622              28,303.28         23,239.50      5.75000%
  46        NV       89120             4,400,000                 4,371,434              30,616.01                        5.64000%
  49        ID       83440             4,200,000                 4,187,714              24,111.32                        5.60000%
  50        CA       90670             4,150,000                 4,138,776              24,721.49                        5.94000%
  51        AZ       85351             4,100,000                 4,075,880              25,793.36                        5.75000%
  54        CA       92670             4,000,000                 3,982,168              22,561.21         14,053.33      5.44000%
  56        GA       30238             3,600,000                 3,596,308              19,656.94                        5.15000%
  62        WA       98007             2,800,000                 2,782,024              18,853.35                        6.47000%
  63        NJ       07840             2,750,000                 2,747,126              14,880.47                        5.07000%
  70        UT       84404             1,900,000                 1,892,546              12,393.16                        6.13000%
  72        TX       77536             1,675,000                 1,666,016              11,122.05                        6.32000%
  74        CA       90505             1,550,000                 1,524,908              13,561.88                        6.57000%
  77        TX       78063             1,500,000                 1,497,104               9,970.87                        6.71000%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
            INTEREST                   SELLER                                                                     MATURITY DATE
  ID      ACCRUAL BASIS      ID      LOAN NUMBER        PROPERTY NAME                          ARD LOAN (Y/N)         OR ARD
------   ---------------   ------   -----------------   -----------------------------------   ----------------   ---------------
<S>       <C>               <C>            <C>         <C>                                         <C>              <C>
   1         30/360          1               6105363    Shell Plaza                                  No              6/1/2014
  1a                         1a             6105363a    One Shell Plaza
  1b                         1b             6105363b    Two Shell Plaza
   4       Actual/360        4               6105359    40 Landsdowne Street                        Yes              4/1/2014
  10       Actual/360        10              6105472    Club Quarters                                No              6/1/2009
  13       Actual/360        13              6105498    Liberty Square Apartments                    No              6/1/2014
  14       Actual/360        14              6105297    Flagler Waterview                           Yes              4/1/2014
  15       Actual/360        15              6105092    500 Centerpoint Parkway                     Yes              1/1/2014
  19       Actual/360        19              6105335    Payson Village Shopping Center              Yes              4/1/2014
  20       Actual/360        20              6105290    Wedgwood Apartments                          No              2/1/2014
  22       Actual/360        22              6105236    Sunbury Plaza                                No              6/1/2011
  23       Actual/360        23              6105329    Eastway Square Shopping Center               No              6/1/2014
  24       Actual/360        24              6104884    Bridge Building                              No              4/1/2014
  26       Actual/360        26              6105291    Jameson Federal Building                     No              2/1/2015
  27       Actual/360        27              6105288    Dorado Apartments                            No              3/1/2014
  28       Actual/360        28              6105286    Lafayette Terrace                            No              1/1/2014
  29       Actual/360        29              6105410    Deerfield Parkway                            No              6/1/2014
  30       Actual/360        30              6105312    San Pedro Square                             No              5/1/2014
  31       Actual/360        31              6105446    Santa Fe Apartments                          No              5/1/2014
  36       Actual/360        36              6105313    Deerwood Lake Commons                       Yes              5/1/2011
  37       Actual/360        37              6105165    Ravencrest Apartments                        No              1/1/2014
  39       Actual/360        39              6105296    Commerce Plaza                               No              3/1/2014
  43       Actual/360        43              6105283    Pacific Coast Plaza                          No              4/1/2014
  46       Actual/360        46              6104977    Bedrosian Tile Building                     Yes              3/1/2014
  49       Actual/360        49              6105340    Stone Brook Apartments                       No              3/1/2014
  50       Actual/360        50              6105300    10200 & 10310 Pioneer Boulevard              No              3/1/2014
  51       Actual/360        51              6105158    Thunderbird Plaza                            No              2/1/2014
  54         30/360          54              6104877    Imperial Villas                              No              2/1/2014
  56       Actual/360        56              6105386    Hidden Pines Apartments                      No              5/1/2014
  62       Actual/360        62              6104800    Overlake Retail Center                       No              1/1/2014
  63       Actual/360        63              6105346    Riverside Garden Apartments                  No              5/1/2014
  70       Actual/360        70              6105125    12th & 12th Storage                          No              3/1/2014
  72       Actual/360        72              6105273    Caleb Brett Building                        Yes              9/1/2014
  74       Actual/360        74              6105214    Don Wilson Office Building                   No              1/1/2019
  77       Actual/360        77              6105199    Federal Express Distribution Center         Yes              4/1/2014
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                    STATED
                                   REMAINING                                                                CROSSED
          ORIGINAL TERM TO          TERM TO                  ORIGINAL                  REMAINING             WITH
           MATURITY OR ARD        MATURITY OR              AMORTIZATION               AMORTIZATION           OTHER         CROSSED
  ID            (MOS.)             ARD (MOS.)               TERM (MOS.)                TERM (MOS.)           LOANS         LOAN ID
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                  <C>                       <C>                        <C>                 <C>            <C>
   1            120                  120                       360                        360                 NAP            NAP
  1a
  1b
   4            119                  118                       300                        299                 NAP            NAP
  10            60                   60                        300                        300                 NAP            NAP
  13            120                  120                       360                        360                 NAP            NAP
  14            120                  118                       300                        298                 NAP            NAP
  15            120                  115                       300                        295                 NAP            NAP
  19            120                  118                       360                        358                 NAP            NAP
  20            120                  116                       360                        356                 NAP            NAP
  22            84                   84                        360                        360                 NAP            NAP
  23            120                  120                       360                        360                 NAP            NAP
  24            120                  118                       360                        358                 NAP            NAP
  26            130                  128                       240                        238                 NAP            NAP
  27            120                  117                       360                        357                 NAP            NAP
  28            120                  115                       360                        355                 NAP            NAP
  29            120                  120                       360                        360                 NAP            NAP
  30            120                  119                       300                        299                 NAP            NAP
  31            120                  119                       360                        359                 NAP            NAP
  36            84                   83                         0                          0                  NAP            NAP
  37            120                  115                       300                        295                 NAP            NAP
  39            120                  117                       300                        297                 NAP            NAP
  43            122                  118                       360                        358                 NAP            NAP
  46            120                  117                       240                        237                 NAP            NAP
  49            120                  117                       360                        357                 NAP            NAP
  50            120                  117                       360                        357                 NAP            NAP
  51            120                  116                       300                        296                 NAP            NAP
  54            130                  116                       360                        356                 NAP            NAP
  56            120                  119                       360                        359                 NAP            NAP
  62            120                  115                       300                        295                 NAP            NAP
  63            120                  119                       360                        359                 NAP            NAP
  70            120                  117                       300                        297                 NAP            NAP
  72            127                  123                       300                        296                 NAP            NAP
  74            180                  175                       180                        175                 NAP            NAP
  77            120                  118                       330                        328                 NAP            NAP
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
             PREPAYMENT PROVISIONS (# OF                                           SELLER
  ID                 PAYMENTS)                          INTEREST         ID      LOAN NUMBER    PROPERTY NAME
------  -----------------------------------------   -----------------   ----    -------------  -----------------------------------
<S>    <C>                                          <C>                 <C>        <C>        <C>
   1    Gtr 1% (remaining term at prepmt/120)
          or YM(116)/OPEN(4)                         Fee / Leasehold     1           6105363   Shell Plaza
  1a                                                 Fee / Leasehold     1a         6105363a   One Shell Plaza
  1b                                                 Fee / Leasehold     1b         6105363b   Two Shell Plaza
   4    LO(26)/Defeasance(89)/Open(4)                   Leasehold        4           6105359   40 Landsdowne Street
  10    LO(25)/Defeasance(31)/Open(4)                   Leasehold        10          6105472   Club Quarters
  13    LO(25)/Defeasance(91)/Open(4)                      Fee           13          6105498   Liberty Square Apartments
  14    LO(27)/Defeasance(89)/Open(4)                      Fee           14          6105297   Flagler Waterview
  15    LO(30)/Defeasance(86)/Open(4)                      Fee           15          6105092   500 Centerpoint Parkway
  19    LO(27)/Defeasance(89)/Open(4)                      Fee           19          6105335   Payson Village Shopping Center
  20    LO(29)/Defeasance(87)/Open(4)                      Fee           20          6105290   Wedgwood Apartments
  22    LO(25)/Defeasance(55)/Open(4)                      Fee           22          6105236   Sunbury Plaza
  23    LO(25)/Defeasance(91)/Open(4)                      Fee           23          6105329   Eastway Square Shopping Center
  24    LO(27)/Defeasance(89)/Open(4)                      Fee           24          6104884   Bridge Building
  26    LO(27)/Defeasance(99)/Open(4)                      Fee           26          6105291   Jameson Federal Building
  27    LO(28)/Defeasance(85)/Open(7)                      Fee           27          6105288   Dorado Apartments
  28    LO(30)/Defeasance(86)/Open(4)                      Fee           28          6105286   Lafayette Terrace
  29    LO(25)/Defeasance(91)/Open(4)                      Fee           29          6105410   Deerfield Parkway
  30    LO(49)/Gtr 1% or YM(64)/Open(7)                    Fee           30          6105312   San Pedro Square
  31    LO(26)/Defeasance(90)/Open(4)                      Fee           31          6105446   Santa Fe Apartments
  36    LO(25)/Defeasance(55)/Open(4)                      Fee           36          6105313   Deerwood Lake Commons
  37    LO(30)/Defeasance(86)/Open(4)                      Fee           37          6105165   Ravencrest Apartments
  39    LO(28)/Defeasance(88)/Open(4)                      Fee           39          6105296   Commerce Plaza
  43    LO(29)/Defeasance(89)/Open(4)                      Fee           43          6105283   Pacific Coast Plaza
  46    LO(28)/Defeasance(88)/Open(4)                      Fee           46          6104977   Bedrosian Tile Building
  49    LO(28)/Defeasance(88)/Open(4)                      Fee           49          6105340   Stone Brook Apartments
  50    LO(28)/Gtr 1% or YM(88)/Open(4)                    Fee           50          6105300   10200 & 10310 Pioneer Boulevard
  51    LO(29)/Defeasance(87)/Open(4)                      Fee           51          6105158   Thunderbird Plaza
  54    LO(39)/Defeasance(87)/Open(4)                      Fee           54          6104877   Imperial Villas
  56    LO(26)/Defeasance(90)/Open(4)                      Fee           56          6105386   Hidden Pines Apartments
  62    Gtr 2% or YM(23)/Gtr 1% or YM(93)/Open(4)          Fee           62          6104800   Overlake Retail Center
  63    LO(26)/Defeasance(90)/Open(4)                      Fee           63          6105346   Riverside Garden Apartments
  70    LO(28)/Defeasance(88)/Open(4)                      Fee           70          6105125   12th & 12th Storage
  72    LO(29)/Defeasance(94)/Open(4)                      Fee           72          6105273   Caleb Brett Building
  74    LO(30)/Gtr 1% or YM(146)/Open(4)                   Fee           74          6105214   Don Wilson Office Building
  77    LO(27)/Defeasance(89)/Open(4)                      Fee           77          6105199   Federal Express Distribution Center
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                    ADMINISTRATIVE
  ID         LOAN SELLER               FEE RATE               DUE DATE                  GRACE PERIOD              LETTER OF CREDIT
------      -------------          ----------------          ----------                --------------            ------------------
<S>            <C>                    <C>                       <C>                         <C>                        <C>
   1            PMCF                   0.03320%                  1st                         0                           No
  1a            PMCF
  1b            PMCF
   4            PMCF                   0.03320%                  1st                         5                           No
  10            PMCF                   0.03320%                  1st                         5                           No
  13            PMCF                   0.08320%                  1st                         5                           No
  14            PMCF                   0.03320%                  1st                         5                          Yes
  15            PMCF                   0.03320%                  1st                         5                           No
  19            PMCF                   0.08320%                  1st                         5                           No
  20            PMCF                   0.08320%                  1st                         5                           No
  22            PMCF                   0.08320%                  1st                         5                           No
  23            PMCF                   0.08320%                  1st                         5                           No
  24            PMCF                   0.08320%                  1st                         5                           No
  26            PMCF                   0.08320%                  1st                         5                           No
  27            PMCF                   0.03320%                  1st                         5                           No
  28            PMCF                   0.03320%                  1st                         5                          Yes
  29            PMCF                   0.03320%                  1st                         5                           No
  30            PMCF                   0.03320%                  1st                         5                           No
  31            PMCF                   0.03320%                  1st                         5                           No
  36            PMCF                   0.03320%                  1st                         5                           No
  37            PMCF                   0.08320%                  1st                         5                           No
  39            PMCF                   0.03320%                  1st                         5                           No
  43            PMCF                   0.08320%                  1st                         5                           No
  46            PMCF                   0.08320%                  1st                         5                           No
  49            PMCF                   0.08320%                  1st                         5                           No
  50            PMCF                   0.08320%                  1st                         5                          Yes
  51            PMCF                   0.08320%                  1st                         5                           No
  54            PMCF                   0.03320%                  1st                         5                           No
  56            PMCF                   0.03320%                  1st                         5                           No
  62            PMCF                   0.08320%                  1st                         5                           No
  63            PMCF                   0.03320%                  1st                         5                           No
  70            PMCF                   0.08320%                  1st                         5                           No
  72            PMCF                   0.08320%                  1st                         5                           No
  74            PMCF                   0.08320%                  1st                         5                           No
  77            PMCF                   0.08320%                  1st                         5                           No
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

  ID                                                      LETTER OF CREDIT DESCRIPTION
------                                                   ------------------------------
<S>                       <C>
   1
  1a
  1b
   4
  10
  13
  14                             Good Samaritan Reserve (1,800,000 LOC), Shell Space Reserve (1,100,000 LOC) and
                                                  Vacant Space Reserve (1,000,000 LOC)/3900000
  15
  19
  20
  22
  23
  24
  26
  27
  28                       CIC Tenant Improvement Reserve (469,400) and Stabilization Reserve (1,600,000 LOC)/2069400
  29
  30
  31
  36
  37
  39
  43
  46
  49
  50                                                  Upfront Leasing Reserve (LOC)/100000
  51
  54
  56
  62
  63
  70
  72
  74
  77
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                          INITIAL
                                                                               HOSPITALITY                 MASTER
  ID                               RECOURSE                                     PROPERTY                  SERVICER
------      -----------------------------------------------------          -------------------    ---------------------------
<S>        <C>                                                            <C>                    <C>
   1                                  No                                                          PAR
  1a                                  No
  1b                                  No
   4                                  No                                                          PAR
  10                                  No                                   Yes                    PAR
  13                                  No                                                          PAR
  14                                  No                                                          PAR
  15                                  No                                                          PAR
  19                                  No                                                          PAR
  20                                  No                                                          PAR
  22                                  No                                                          PAR
  23                                  No                                                          PAR
  24                                  No                                                          PAR
  26                                  No                                                          PAR
  27                                  No                                                          PAR
  28                                  No                                                          PAR
  29                                  No                                                          PAR
  30        Additional Indemnity for Facade, Flood, Parking, Roof                                 PAR
  31                                  No                                                          PAR
  36                                  No                                                          PAR
  37                                  No                                                          PAR
  39                                  No                                                          PAR
  43                                  No                                                          PAR
  46                                  No                                                          PAR
  49                                  No                                                          PAR
  50                                  No                                                          PAR
  51                                  No                                                          PAR
  54                                  No                                                          PAR
  56                                  No                                                          PAR
  62                            Full Recourse                                                     PAR
  63                                  No                                                          PAR
  70                                  No                                                          PAR
  72                                  No                                                          PAR
  74                                  No                                                          PAR
  77                                  No                                                          PAR
</TABLE>

<PAGE>
                                  SCHEDULE I-B

                    SCHEDULE OF BSCMI POOLED MORTGAGE LOANS




<TABLE>
<CAPTION>

          SELLER LOAN
  ID         NUMBER      PROPERTY NAME                        ADDRESS                                 CITY                  STATE
------  ---------------- ----------------------------------   ------------------------------    ------------------        ---------
<S>              <C>    <C>                                  <C>                               <C>                        <C>
   3              40738  Lincoln Square                       555 11th Street NW                Washington                    DC
   5              40663  One North State Street               One North State Street            Chicago                       IL
   6              39580  Alexandria East Coast Portfolio      Various                           Various                    Various
  6a              39580  29 Hartwell Avenue                   29 Hartwell Avenue                Lexington                     MA
  6b              39580  100 Phillips Parkway                 100 Phillips Parkway              Montvale                      NJ
  6c              39580  79-96 13th Street                    79-96 13th Street                 Charlestown                   MA
  6d              39580  5110 Campus Drive                    5110 Campus Drive                 Plymouth Meeting              PA
  6e              39580  5100 Campus Drive                    5100 Campus Drive                 Plymouth Meeting              PA
   7              38708  Ventura Gateway                      101 Freeway and Telephone Road    Ventura                       CA
   8              39749  Old Town Shopping Center             5500 Greenville Avenue            Dallas                        TX
   9              38876  Redhawk Towne Center                 32065-32225 State Highway 79      Temecula                      CA
  11              39886  Market Square                        700 Sleater Kinney Road S.E.      Lacey                         WA
  16              37969  Merrill Lynch La Jolla Building      7825 Fay Avenue                   La Jolla                      CA
  17              37826  Cameron Park Place                   3326-3398 Coach Lane              Cameron Park                  CA
  25              38159  Palm Square                          9801 Pines Boulevard              Pembroke Pines                FL
  38              40464  Food Emporium - Hastings on Hudson   87 Main Street and Route 9        Hastings on Hudson            NY
  47              38231  Triangle Plaza                       1212 S. Washington Street         North Attleboro               MA
  48              39148  1170 Ocean Avenue                    1170 Ocean Avenue                 Brooklyn                      NY
  55              39655  Ygnacio Valley Mini Storage          1705 Kirker Pass Road             Concord                       CA
  60              40224  1806-1814 Green Street               1806-1814 Green Street            Philadelphia                  PA
  67              38722  2700 South King Street               2700 South King Street            Honolulu                      HI
</TABLE>

The Master Servicing Fee Rate for each Pooled Mortgage Loan listed on this
schedule is the rate per annum set forth in or described under the definition of
"Master Servicing Fee Rate" in Article I of the Pooling and Servicing Agreement.

<TABLE>
<CAPTION>
                                                            P&I MONTHLY      IO MONTHLY
          ZIP        ORIGINAL        CUT-OFF DATE              DEBT             DEBT           MORTGAGE         INTEREST
  ID      CODE        BALANCE           BALANCE               SERVICE          SERVICE           RATE        ACCRUAL BASIS
------ ---------    -----------      ------------           -----------     -------------      ----------    ---------------
<S>    <C>          <C>               <C>                   <C>             <C>                <C>             <C>
   3     20004       60,000,000        59,974,762            368,777.24                         5.99700%        Actual/360
   5     60602       43,600,000        43,520,501            235,646.27                         5.30074%        Actual/360
   6    Various      38,000,000        37,915,613            229,451.91                         5.82000%        Actual/360
  6a     02421       14,950,000        14,916,800             90,271.21
  6b     07645       11,700,000        11,674,018             70,647.03
  6c     02129        5,700,000         5,687,342             34,417.79
  6d     19462        3,075,000         3,068,171             18,567.49
  6e     19462        2,575,000         2,569,282             15,548.39
   7     93003       33,000,000        32,905,755            191,636.72                         5.70500%        Actual/360
   8     75206       31,500,000        31,500,000            186,334.40      156,360.68         5.87500%        Actual/360
   9     92592       29,000,000        28,970,613            159,242.16                         5.20000%        Actual/360
  11     98503       24,500,000        24,500,000            142,741.98      118,715.83         5.73500%        Actual/360
  16     92037       13,750,000        13,620,839             82,173.18                         5.97000%        Actual/360
  17     95682       12,750,000        12,750,000             71,158.06       57,579.38         5.34500%        Actual/360
  25     33024        8,750,000         8,653,743             53,809.32                         5.85500%        Actual/360
  38     10706        6,000,000         6,000,000             33,740.55       27,440.90         5.41300%        Actual/360
  47     02761        4,360,000         4,327,645             24,550.83                         5.42500%        Actual/360
  48     11230        4,200,000         4,188,265             24,643.63                         5.80000%        Actual/360
  55     94521        3,675,000         3,670,077             23,119.66                         5.75000%        Actual/360
  60     19130        2,900,000         2,893,755             16,013.91                         5.25000%        Actual/360
  67     96826        2,200,000         2,194,219             14,462.45                         6.21300%        Actual/360
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                       STATED
                                                                                                                      REMAINING
                                                                                                ORIGINAL TERM TO       TERM TO
           SELLER LOAN                                            ARD LOAN       MATURITY        MATURITY OR ARD      MATURITY OR
   ID        NUMBER       PROPERTY NAME                            (Y/N)        DATE OR ARD           (MOS.)           ARD (MOS.)
 ------   -------------   ----------------------------------     ----------    -------------    ------------------   -------------
<S>             <C>       <C>                                     <C>          <C>                   <C>                <C>
   3             40738    Lincoln Square                             Yes         4/1/2019              180                178
   5             40663    One North State Street                     No          4/1/2014              120                118
   6             39580    Alexandria East Coast Portfolio            No          4/1/2016              144                142
   6a            39580    29 Hartwell Avenue
   6b            39580    100 Phillips Parkway
   6c            39580    79-96 13th Street
   6d            39580    5110 Campus Drive
   6e            39580    5100 Campus Drive
   7             38708    Ventura Gateway                            No          3/1/2014              120                117
   8             39749    Old Town Shopping Center                   No          3/1/2014              120                117
   9             38876    Redhawk Towne Center                       Yes         5/1/2014              120                119
   11            39886    Market Square                              No          3/1/2014              119                117
   16            37969    Merrill Lynch La Jolla Building            No          8/1/2013              120                110
   17            37826    Cameron Park Place                         No          10/1/2013             120                112
   25            38159    Palm Square                                No          9/1/2013              120                111
   38            40464    Food Emporium - Hastings on Hudson         No          6/1/2019              180                180
   47            38231    Triangle Plaza                             No          11/1/2013             120                113
   48            39148    1170 Ocean Avenue                          No          3/1/2014              120                117
   55            39655    Ygnacio Valley Mini Storage                No          5/1/2014              120                119
   60            40224    1806-1814 Green Street                     No          4/1/2014              120                118
   67            38722    2700 South King Street                     No          4/1/2014              120                118
</TABLE>

<TABLE>
<CAPTION>

                                               CROSSED
             ORIGINAL             REMAINING     WITH                               PREPAYMENT
           AMORTIZATION         AMORTIZATION    OTHER    CROSSED                     PROVISIONS
   ID      TERM (MOS.)          TERM (MOS.)     LOAN     LOAN ID                  (# OF PAYMENTS)                   INTEREST
 ------   -------------         ------------   -------   -------      -----------------------------------------    -----------
<S>       <C>                   <C>            <C>       <C>          <C>                                          <C>
   3          360 (5)               358 (5)     NAP       NAP          LO(37)/Defeasance(137)/YM(5)/Open(1) (18)       Fee
   5          360 (5)               358 (5)     NAP       NAP          LO(26)/Defeasance(91)/Open(3)                   Fee
   6          336                   334         NAP       NAP          LO(26)/Gtr 1% or YM(114)/Open(4)              Various
   6a                                                     NAP                                                          Fee
   6b                                                     NAP                                                          Fee
   6c                                                     NAP                                                       Leasehold
   6d                                                     NAP                                                          Fee
   6e                                                     NAP                                                          Fee
   7          360                   357         NAP       NAP          LO(27)/Gtr 1% or YM(92)/Open(1)                 Fee
   8          360                   360         NAP       NAP          LO(27)/Defeasance(91)/Open(2)                   Fee
   9          360                   359         NAP       NAP          LO(25)/Defeasance(93)/Open(2)                   Fee
   11         360                   360         NAP       NAP          LO(26)/Defeasance(92)/Open(1)                   Fee
   16         360                   350         NAP       NAP          LO(48)/Defeasance(71)/Open(1)                Leasehold
   17         360                   360         NAP       NAP          LO(32)/Defeasance(86)/Open(2)                   Fee
   25         324                   315         NAP       NAP          LO(33)/Defeasance(86)/Open(1)                   Fee
   38         360                   360         NAP       NAP          LO(47)/Gtr 3% or YM(132)/Open(1)                Fee
   47         360                   353         NAP       NAP          LO(47)/Defeasance(71)/Open(2)                   Fee
   48         360                   357         NAP       NAP          LO(47)/Gtr 1% or YM(72)/Open(1)                 Fee
   55         300                   299         NAP       NAP          LO(47)/Gtr 1% or YM(72)/Open(1)                 Fee
   60         360                   358         NAP       NAP          LO(47)/Defeasance(72)/Open(1)                   Fee
   67         300                   298         NAP       NAP          LO(47)/Gtr 1% or YM(72)/Open(1)              Leasehold
</TABLE>

<TABLE>
<CAPTION>

                   SELLER LOAN                                                        ADMINISTRATIVE    DUE
   ID       ID        NUMBER    PROPERTY NAME                         LOAN SELLER        FEE RATE      DATE    GRACE PERIOD
 ------    ------  -----------  ------------------------------------  -----------     --------------   ----    ------------
<S>        <C>      <C>         <C>                                   <C>             <C>              <C>     <C>
   3         3        40738     Lincoln Square                            BSCMI            0.03320%     1st          0
   5         5        40663     One North State Street                    BSCMI            0.03320%     1st          0
   6         6        39580     Alexandria East Coast Portfolio           BSCMI            0.03320%     1st          5
   6a        6a       39580     29 Hartwell Avenue                        BSCMI
   6b        6b       39580     100 Phillips Parkway                      BSCMI
   6c        6c       39580     79-96 13th Street                         BSCMI
   6d        6d       39580     5110 Campus Drive                         BSCMI
   6e        6e       39580     5100 Campus Drive                         BSCMI
   7         7        38708     Ventura Gateway                           BSCMI            0.03320%     1st          5
   8         8        39749     Old Town Shopping Center                  BSCMI            0.03320%     1st          5
   9         9        38876     Redhawk Towne Center                      BSCMI            0.03320%     1st          5
   11        11       39886     Market Square                             BSCMI            0.03320%     1st          5
   16        16       37969     Merrill Lynch La Jolla Building           BSCMI            0.03320%     1st          5
   17        17       37826     Cameron Park Place                        BSCMI            0.03320%     1st          5
   25        25       38159     Palm Square                               BSCMI            0.03320%     1st          5
   38        38       40464     Food Emporium - Hastings on Hudson        BSCMI            0.03320%     1st          5
   47        47       38231     Triangle Plaza                            BSCMI            0.03320%     1st          5
   48        48       39148     1170 Ocean Avenue                         BSCMI            0.03320%     1st          5
   55        55       39655     Ygnacio Valley Mini Storage               BSCMI            0.06320%     1st          5
   60        60       40224     1806-1814 Green Street                    BSCMI            0.07320%     1st          5
   67        67       38722     2700 South King Street                    BSCMI            0.03320%     1st          5
</TABLE>

<TABLE>
<CAPTION>
                                                                                   INITIAL
                                                                                 HOSPITALITY     MASTER
   ID       LETTER OF CREDIT     LETTER OF CREDIT DESCRIPTION       RECOURSE      PROPERTY      SERVICER
 ------     ----------------     ----------------------------       --------     -----------    --------
<S>         <C>                  <C>                                <C>          <C>            <C>
   3               No                                                 No                          WFB
   5               No                                                 No                          WFB
   6               No                                                 No                          WFB
   6a                                                                 No
   6b                                                                 No
   6c                                                                 No
   6d                                                                 No
   6e                                                                 No
   7               No                                                 No                          WFB
   8               No                                                 No                          WFB
   9               No                                                 No                          WFB
   11              No                                                 No                          WFB
   16              No                                                 No                          WFB
   17              No                                                 No                          WFB
   25              No                                                 No                          WFB
   38              No                                                 No                          WFB
   47              No                                                 No                          WFB
   48              No                                                 No                          WFB
   55              No                                                 No                          WFB
   60              No                                                 No                          WFB
   67              No                                                 No                          WFB
</TABLE>



                                     S-I-B-1

<PAGE>
                                  SCHEDULE I-C

                      SCHDULE OF WFB POOLED MORTGAGE LOANS

<TABLE>
<CAPTION>
             SELLER LOAN
  ID            NUMBER             PROPERTY NAME                                     ADDRESS
 ----    ----------------------   -------------------------------------------------  --------------------------------------
<S>      <C>                      <C>                                                <C>
   2                  510901617   GIC Office Portfolio                               Various
  2a             510901617 - 01   GIC Office Portfolio - AT&T Corporate Center       227 West Monroe Street
  2b             510901617 - 02   GIC Office Portfolio - USG Building                222 West Adams Street
  2c             510901617 - 03   GIC Office Portfolio - One Bush Plaza              1 Bush Street
  2d             510901617 - 04   GIC Office Portfolio - Greenwich American Center   1 American Way
  2e             510901617 - 05   GIC Office Portfolio - Cityspire Center            156 West 56th Street
  2f             510901617 - 06   GIC Office Portfolio - 520 Pike Tower              520 Pike Street
  2g             510901617 - 07   GIC Office Portfolio - 595 Market Street           595 Market Street
  2h             510901617 - 08   GIC Office Portfolio - Three Bala Plaza            251 St. Asaphs Road
  2i             510901617 - 09   GIC Office Portfolio - Plaza East                  330 E. Kilbourn Avenue
  2j             510901617 - 10   GIC Office Portfolio - One Bala Plaza              231 St. Asaphs Road
  2k             510901617 - 11   GIC Office Portfolio - 40 Broad Street             40 Broad Street
  2l             510901617 - 12   GIC Office Portfolio - Two Bala Plaza              333 East City Avenue
  12                  310901448   Central Plaza I & II                               675 Massachusetts Ave
  18                  610901490   Foothill Plaza                                     NEC Grand Avenue & Foothill Blvd.
  21                  310901452   Northville Village Center Phase 2                  17905-17955 Haggerty Road
  32                  310901544   A-American Fair Oaks                               511 South Fair Oaks Avenue
  33                  310901326   Cosway Company Industrial                          20633 South Fordyce Avenue
  34                  310901342   Gibbstown Shopping Center                          401 Harmony Road
  35                  310901015   Baring Village                                     1201-1353 Baring Boulevard
  40                  310901344   4177-4199 Bandini Boulevard                        4177-4199 Bandini Boulevard
  41                  310901533   Village of the Oaks                                7850, 7950, 8040 White Lane
  42                  310901467   Northrim Bank Building                             3111 C Street
  44                  310901419   A-American Sixth Street                            2500 W. Sixth Street
  45                  610901441   Longs Drug Shopping Center                         9285 & 9289 Elk Grove Boulevard
  52                  310901469   Newflower Market Retail Center                     2860-2880 S. Colorado Blvd.
  53                  410901464   Walgreens-Eden Prairie                             16395 Wagner Way
  57                  410901487   Walgreens- Parker, CO                              19028 Lincoln Avenue
  58                  620901445   8045 Woodley Avenue                                8045 Woodley Avenue
  59                  410901440   Pier 1 Imports                                     23000 Hawthorne Boulevard
  61                  410901518   A-American Bakersfield Mayfair                     711 Weedpatch Highway
  64                  410901504   Hughes Supply Building                             6779 Crescent Drive
  65                  410901402   400 North State                                    400 North State Street
  66                  410901405   Smoky Row Plaza                                    1860 Hard Road
  68                  410901444   8550 Esters Boulevard                              8550 Esters Blvd.
  69                  410901473   Carson Royale MHP                                  1871 N. Lompa Lane
  71                  620901446   16301 Raymer Street                                16301 Raymer Street
  73                  410901450   Candlelight Apartments                             2000-2100 21st Avenue South
  75                  410901524   Hillsdale Medical Office Building                  1660 Hillsdale Avenue
  76                  410901493   Hawthorne Service Center                           5060 E 62nd Street
  78                  410901516   Ridgeview Business Center                          11921-11935 Portland Avenue
  79                  410901472   M&M Mobile Home Park                               1508 Carroll Lane
</TABLE>

The Master Servicing Fee Rate for each Pooled Mortgage Loan listed on this
schedule is the rate per annum set forth in or described under the definition of
"Master Servicing Fee Rate" in Article I of the Pooling and Servicing Agreement.


<TABLE>
<CAPTION>
                                                                                           P&I MONTHLY
                                                            ORIGINAL       CUT-OFF DATE        DEBT      IO MONTHLY      MORTGAGE
  ID        CITY                 STATE       ZIP CODE       BALANCE           BALANCE        SERVICE     DEBT SERVICE      RATE
 ----   --------------------    -------      --------    ------------      ------------    ------------  ------------    ---------
<S>     <C>                     <C>          <C>         <C>               <C>             <C>           <C>             <C>
   2    Various                 Various       Various      85,000,000        85,000,000      459,112.82    376,809.40     5.24679%
  2a    Chicago                    IL          60606       28,948,571        28,948,571      156,360.71    128,330.51
  2b    Chicago                    IL          60606       15,470,000        15,470,000       83,558.53     68,579.31
  2c    San Francisco              CA          94104        5,986,429         5,986,429       32,334.66     26,538.15
  2d    Greenwich                  CT          06831        5,755,714         5,755,714       31,088.50     25,515.38
  2e    New York                   NY          10019        5,707,143         5,707,143       30,826.15     25,300.06
  2f    Seattle                    WA          98101        5,464,286         5,464,286       29,514.39     24,223.46
  2g    San Francisco              CA          94105        4,747,857         4,747,857       25,644.73     21,047.50
  2h    Bala Cynwyd                PA          19004        3,715,714         3,715,714       20,069.79     16,471.95
  2i    Milwaukee                  WI          53202        3,060,000         3,060,000       16,528.06     13,565.14
  2j    Bala Cynwyd                PA          19004        2,295,000         2,295,000       12,396.05     10,173.85
  2k    New York                   NY          10004        1,967,143         1,967,143       10,625.18      8,720.45
  2l    Bala Cynwyd                PA          19004        1,882,143         1,882,143       10,166.07      8,343.64
  12    Cambridge                  MA          02139       20,000,000        20,000,000      117,860.55     98,685.19     5.84000%
  18    Glendora                   CA          91741       10,850,000        10,839,552       60,993.83                   5.41000%
  21    Northville Township        MI          48167        9,460,000         9,460,000       53,831.61    $44,120.39     5.52000%
  32    Pasadena                   CA          91105        6,660,000         6,660,000       39,089.07                   5.04000%
  33    Carson                     CA          90810        6,720,000         6,644,320       42,887.21                   5.90000%
  34    Gibbstown                  NJ          08027        6,300,000         6,294,860       38,015.05                   6.06000%
  35    Sparks                     NV          89434        6,500,000         6,286,533       49,617.07                   6.80000%
  40    Vernon                     CA          90023        6,000,000         5,960,944       41,680.95                   5.62000%
  41    Bakersfield                CA          93309        5,850,000         5,844,241       32,558.02                   5.32000%
  42    Anchorage                  AK          99503        5,500,000         5,492,911       35,268.66                   5.95000%
  44    Los Angeles                CA          90057        4,520,000         4,504,858       25,821.33                   4.77000%
  45    Elk Grove                  CA          95624        4,425,000         4,407,260       28,537.39                   6.01000%
  52    Denver                     CO          80222        4,000,000         4,000,000       23,648.73                   5.87000%
  53    Eden Prairie               MN          55344        4,000,000         3,991,956       22,887.55                   5.57000%
  57    Parker                     CO          80134        3,400,000         3,396,869       19,497.25                   5.59000%
  58    Van Nuys                   CA          91406        3,150,000         3,147,545       19,354.14                   6.23000%
  59    Torrance                   CA          90505        2,900,000         2,894,623       17,275.26                   5.94000%
  61    Bakersfield                CA          93307        2,865,000         2,860,458       16,482.52                   4.84000%
  64    Norcross                   GA          30071        2,500,000         2,500,000       17,005.37                   6.58000%
  65    Chicago                    IL          60610        2,500,000         2,489,833       16,000.73                   5.93000%
  66    Columbus                   OH          43235        2,200,000         2,197,219       14,241.95                   6.05000%
  68    Irving                     TX          75063        2,000,000         2,000,000       11,671.46                   5.75000%
  69    Carson City                NV          89706        1,950,000         1,944,209       11,974.71                   5.50000%
  71    Van Nuys                   CA          91406        1,700,000         1,695,539       11,182.88                   6.22000%
  73    Fargo                      ND          58103        1,550,000         1,543,399        9,676.36                   5.67000%
  75    San Jose                   CA          95124        1,525,000         1,523,641        8,870.44                   5.72000%
  76    Indianapolis               IN          46220        1,500,000         1,498,085        9,664.52                   6.00000%
  78    Burnsville                 MN          55337        1,300,000         1,298,272        8,209.84                   5.79000%
  79    Boulder City               NV          89005        1,050,000         1,043,430        7,474.15                   5.92000%
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                       ORIGINAL TERM
           INTEREST      SELLER LOAN                                                        ARD LOAN    MATURITY DATE   TO MATURITY
  ID     ACCRUAL BASIS      NUMBER       PROPERTY NAME                                        (Y/N)        OR ARD      OR ARD (MOS.)
 ----    -------------   --------------  -------------------------------------------------  ---------   -------------  -------------
<S>      <C>             <C>             <C>                                                <C>         <C>            <C>
   2      Actual/360          510901617   GIC Office Portfolio                                  No        1/8/2014          120
  2a                     510901617 - 01   GIC Office Portfolio - AT&T Corporate Center
  2b                     510901617 - 02   GIC Office Portfolio - USG Building
  2c                     510901617 - 03   GIC Office Portfolio - One Bush Plaza
  2d                     510901617 - 04   GIC Office Portfolio - Greenwich American Center
  2e                     510901617 - 05   GIC Office Portfolio - Cityspire Center
  2f                     510901617 - 06   GIC Office Portfolio - 520 Pike Tower
  2g                     510901617 - 07   GIC Office Portfolio - 595 Market Street
  2h                     510901617 - 08   GIC Office Portfolio - Three Bala Plaza
  2i                     510901617 - 09   GIC Office Portfolio - Plaza East
  2j                     510901617 - 10   GIC Office Portfolio - One Bala Plaza
  2k                     510901617 - 11   GIC Office Portfolio - 40 Broad Street
  2l                     510901617 - 12   GIC Office Portfolio - Two Bala Plaza
  12      Actual/360          310901448   Central Plaza I & II                                  No        3/1/2014          120
  18      Actual/360          610901490   Foothill Plaza                                        No        5/1/2014          120
  21      Actual/360          310901452   Northville Village Center Phase 2                     No        4/1/2014          120
  32      Actual/360          310901544   A-American Fair Oaks                                  No        6/1/2009           60
  33      Actual/360          310901326   Cosway Company Industrial                             No       10/1/2013          120
  34      Actual/360          310901342   Gibbstown Shopping Center                             No        5/1/2014          120
  35        30/360            310901015   Baring Village                                        No        2/1/2023          240
  40      Actual/360          310901344   4177-4199 Bandini Boulevard                           No        3/1/2014          120
  41      Actual/360          310901533   Village of the Oaks                                   No        5/1/2014          120
  42      Actual/360          310901467   Northrim Bank Building                                No        5/1/2014          120
  44      Actual/360          310901419   A-American Sixth Street                               No        4/1/2009           60
  45      Actual/360          610901441   Longs Drug Shopping Center                            No        3/1/2014          120
  52      Actual/360          310901469   Newflower Market Retail Center                        No        6/1/2014          120
  53      Actual/360          410901464   Walgreens-Eden Prairie                                No        4/1/2014          120
  57      Actual/360          410901487   Walgreens- Parker, CO                                 No        5/1/2014          120
  58      Actual/360          620901445   8045 Woodley Avenue                                   No        5/1/2014          120
  59      Actual/360          410901440   Pier 1 Imports                                        No        4/1/2014          120
  61      Actual/360          410901518   A-American Bakersfield Mayfair                        No        5/1/2009           60
  64      Actual/360          410901504   Hughes Supply Building                                No        6/1/2014          120
  65      Actual/360          410901402   400 North State                                       No        3/1/2014          120
  66      Actual/360          410901405   Smoky Row Plaza                                       No        5/1/2014          120
  68      Actual/360          410901444   8550 Esters Boulevard                                 No        6/1/2011           84
  69      Actual/360          410901473   Carson Royale MHP                                     No        4/1/2014          120
  71      Actual/360          620901446   16301 Raymer Street                                   No        4/1/2014          120
  73      Actual/360          410901450   Candlelight Apartments                                No        3/1/2014          120
  75      Actual/360          410901524   Hillsdale Medical Office Building                     No        5/1/2014          120
  76      Actual/360          410901493   Hawthorne Service Center                              No        5/1/2013          108
  78      Actual/360          410901516   Ridgeview Business Center                             No        5/1/2014          120
  79      Actual/360          410901472   M&M Mobile Home Park                                  No        3/1/2014          120
</TABLE>

<TABLE>
<CAPTION>
              STATED
            REMAINING                                 CROSSED
             TERM TO       ORIGINAL      REMAINING     WITH
           MATURITY OR   AMORTIZATION  AMORTIZATION    OTHER      CROSSED   PREPAYMENT PROVISION
  ID        ARD (MOS.)    TERM (MOS.)   TERM (MOS.)    LOANS      LOAN ID      (# OF PAYMENTS)                     INTEREST
 ----      -----------   ------------  ------------   --------    -------   ---------------------------------  ---------------
<S>       <C>            <C>           <C>            <C>         <C>       <C>                                <C>
   2           115            360          360          NAP         NAP     LO(35)/Defeasance(78)/Open(7)            Fee
  2a                                                                NAP                                              Fee
  2b                                                                NAP                                              Fee
  2c                                                                NAP                                              Fee
  2d                                                                NAP                                              Fee
  2e                                                                NAP                                              Fee
  2f                                                                NAP                                              Fee
  2g                                                                NAP                                              Fee
  2h                                                                NAP                                              Fee
  2i                                                                NAP                                              Fee
  2j                                                                NAP                                              Fee
  2k                                                                NAP                                              Fee
  2l                                                                NAP                                              Fee
  12           117            360          360          NAP         NAP     LO(35)/Gtr 1% or YM(83)/Open(2)          Fee
  18           119            360          359          NAP         NAP     LO(35)/Defeasance(81)/Open(4)      Fee / Leasehold
  21           118            360          360          NAP         NAP     LO(26)/Defeasance(87)/Open(7)            Fee
  32           60             300          300          NAP         NAP     LO(35)/Flex(21)/Open(4)                  Fee
  33           112            300          292          NAP         NAP     LO(35)/Flex(81)/Open(4)                  Fee
  34           119            360          359          NAP         NAP     LO(35)/Defeasance(82)/Open(3)            Fee
  35           224            240          224          NAP         NAP     LO(40)/Defeasance(196)/Open(4)           Fee
  40           117            240          237          NAP         NAP     LO(35)/Flex(81)/Open(4)                  Fee
  41           119            360          359          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  42           119            300          299          NAP         NAP     LO(35)/Flex(81)/Open(4)            Fee / Leasehold
  44           58             300          298          NAP         NAP     LO(35)/Flex(21)/Open(4)                  Fee
  45           117            300          297          NAP         NAP     LO(35)/Defeasance(83)/Open(2)            Fee
  52           120            360          360          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  53           118            360          358          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  57           119            360          359          NAP         NAP     LO(35)/Flex(81)/Open(4)                  Fee
  58           119            360          359          NAP         NAP     LO(35)/Flex(81)/Open(4)                  Fee
  59           118            360          358          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  61           59             300          299          NAP         NAP     LO(35)/Flex(21)/Open(4)                  Fee
  64           120            300          300          NAP         NAP     LO(35)/Flex(81)/Open(4)                  Fee
  65           117            300          297          NAP         NAP     LO(36)/Defeasance(80)/Open(4)            Fee
  66           119            300          299          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  68           84             360          360          NAP         NAP     LO(35)/Flex(45)/Open(4)                  Fee
  69           118            300          298          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  71           118            300          298          NAP         NAP     LO(35)/Flex(81)/Open(4)                  Fee
  73           117            300          297          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  75           119            360          359          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  76           107            300          299          NAP         NAP     LO(35)/Defeasance(69)/Open(4)            Fee
  78           119            300          299          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
  79           117            240          237          NAP         NAP     LO(35)/Defeasance(81)/Open(4)            Fee
</TABLE>

<TABLE>
<CAPTION>
           SELLER LOAN                                                                       ADMINISTRATIVE      DUE
  ID          NUMBER        PROPERTY NAME                                      LOAN SELLER     FEE RATE          DATE   GRACE PERIOD
 ----     --------------    ------------------------------------------------   -----------   -------------       ----   ------------
<S>       <C>               <C>                                                <C>           <C>                 <C>    <C>
   2           510901617    GIC Office Portfolio                                   WFB            0.02820%        8th        0
  2a      510901617 - 01    GIC Office Portfolio - AT&T Corporate Center           WFB
  2b      510901617 - 02    GIC Office Portfolio - USG Building                    WFB
  2c      510901617 - 03    GIC Office Portfolio - One Bush Plaza                  WFB
  2d      510901617 - 04    GIC Office Portfolio - Greenwich American Center       WFB
  2e      510901617 - 05    GIC Office Portfolio - Cityspire Center                WFB
  2f      510901617 - 06    GIC Office Portfolio - 520 Pike Tower                  WFB
  2g      510901617 - 07    GIC Office Portfolio - 595 Market Street               WFB
  2h      510901617 - 08    GIC Office Portfolio - Three Bala Plaza                WFB
  2i      510901617 - 09    GIC Office Portfolio - Plaza East                      WFB
  2j      510901617 - 10    GIC Office Portfolio - One Bala Plaza                  WFB
  2k      510901617 - 11    GIC Office Portfolio - 40 Broad Street                 WFB
  2l      510901617 - 12    GIC Office Portfolio - Two Bala Plaza                  WFB
  12           310901448    Central Plaza I & II                                   WFB            0.03320%        1st        5
  18           610901490    Foothill Plaza                                         WFB            0.08320%        1st        5
  21           310901452    Northville Village Center Phase 2                      WFB            0.03320%        1st        5
  32           310901544    A-American Fair Oaks                                   WFB            0.03320%        1st        5
  33           310901326    Cosway Company Industrial                              WFB            0.03320%        1st        5
  34           310901342    Gibbstown Shopping Center                              WFB            0.03320%        1st        5
  35           310901015    Baring Village                                         WFB            0.03320%        1st        5
  40           310901344    4177-4199 Bandini Boulevard                            WFB            0.03320%        1st        5
  41           310901533    Village of the Oaks                                    WFB            0.03320%        1st        5
  42           310901467    Northrim Bank Building                                 WFB            0.03320%        1st        5
  44           310901419    A-American Sixth Street                                WFB            0.03320%        1st        5
  45           610901441    Longs Drug Shopping Center                             WFB            0.03320%        1st        5
  52           310901469    Newflower Market Retail Center                         WFB            0.03320%        1st        5
  53           410901464    Walgreens-Eden Prairie                                 WFB            0.03320%        1st        5
  57           410901487    Walgreens- Parker, CO                                  WFB            0.05320%        1st        5
  58           620901445    8045 Woodley Avenue                                    WFB            0.10320%        1st        5
  59           410901440    Pier 1 Imports                                         WFB            0.05320%        1st        5
  61           410901518    A-American Bakersfield Mayfair                         WFB            0.05320%        1st        5
  64           410901504    Hughes Supply Building                                 WFB            0.10320%        1st        5
  65           410901402    400 North State                                        WFB            0.10320%        1st        5
  66           410901405    Smoky Row Plaza                                        WFB            0.10320%        1st        5
  68           410901444    8550 Esters Boulevard                                  WFB            0.10320%        1st        5
  69           410901473    Carson Royale MHP                                      WFB            0.10320%        1st        5
  71           620901446    16301 Raymer Street                                    WFB            0.15320%        1st        5
  73           410901450    Candlelight Apartments                                 WFB            0.15320%        1st        5
  75           410901524    Hillsdale Medical Office Building                      WFB            0.15320%        1st        5
  76           410901493    Hawthorne Service Center                               WFB            0.15320%        1st        5
  78           410901516    Ridgeview Business Center                              WFB            0.15320%        1st        5
  79           410901472    M&M Mobile Home Park                                   WFB            0.20320%        1st        5
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 INITIAL
                                                                   GUARANTOR/     HOSPITALITY     MASTER
  ID         LETTER OF CREDIT      LETTER OF CREDIT DESCRIPTION    RECOURSE         PROPERTY     SERVICER
 ----        ----------------      ----------------------------    ----------     -----------    ---------
<S>          <C>                   <C>                             <C>            <C>            <C>
   2                No                                                 No                        WFB
  2a                                                                   No
  2b                                                                   No
  2c                                                                   No
  2d                                                                   No
  2e                                                                   No
  2f                                                                   No
  2g                                                                   No
  2h                                                                   No
  2i                                                                   No
  2j                                                                   No
  2k                                                                   No
  2l                                                                   No
  12                No                                                 No                        WFB
  18                No                                                 No                        WFB
  21                No                                                 No                        WFB
  32                No                                                 No                        WFB
  33                No                                                 No                        WFB
  34                No                                                 No                        WFB
  35                No                                                 No                        WFB
  40                No                                                 Yes                       WFB
  41                No                                                 No                        WFB
  42                No                                                 No                        WFB
  44                No                                                 No                        WFB
  45                No                                                 No                        WFB
  52                No                                                 No                        WFB
  53                No                                                 No                        WFB
  57                No                                                 No                        WFB
  58                No                                                 Yes                       WFB
  59                No                                                 No                        WFB
  61                No                                                 No                        WFB
  64                No                                                 No                        WFB
  65                No                                                 No                        WFB
  66                No                                                 No                        WFB
  68                No                                                 No                        WFB
  69                No                                                 No                        WFB
  71                No                                                 Yes                       WFB
  73                No                                                 No                        WFB
  75                No                                                 No                        WFB
  76               Yes                 TI/LC - LOC/60000               No                        WFB
  78                No                                                 No                        WFB
  79                No                                                 No                        WFB
</TABLE>


                                    S-I-C-1

<PAGE>

                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
                             (UNDER SECTION 2.02(A))

                           [There are no exceptions.]

















                                     S-II-1
<PAGE>

                                  SCHEDULE III

                      SCHEDULE OF DESIGNATED SUB-SERVICERS

<TABLE>
<CAPTION>
            Pooled
 Control   Mortgage                                       Pooled                Primary   Term.
 Number      Loan                                        Mortgage Cut-off Date Servicing Without
 (Pros-     Seller                                         Loan    Principal      Fee     Cause
pectus ID)  Number       Loan/Property Name               Seller    Balance       Rate    Fee                 Primary Servicer
----------  ------       ------------------               ------    -------       ----    ---                 ----------------
<S>         <C>      <C>                                   <C>     <C>           <C>      <C>    <C>
   55       39655    Ygnacio Valley Mini Storage           BSCMI   $3,670,077    0.040%   None   CMBS Originations Limited
                                                                                                 Liability Company
   60       40224                                          BSCMI                 0.040%   None   Carey, Kramer, Pettit, Panichelli &
                     1806-1814 Green Street                        $2,893,755                    Associates, Inc.
   13       6105498  Liberty Square Apartments             PMCF   $17,300,000    0.050%   None   Prudential Mortgage Capital
                                                                                                 Company LLC ("PMCC")
   19       6105335  Payson Village Shopping Center        PMCF   $10,478,005    0.050%   None   PMCC
   20       6105290  Wedgwood Apartments                   PMCF    $9,958,442    0.050%   None   PMCC
   22       6105236  Sunbury Plaza                         PMCF    $9,350,000    0.050%   None   PMCC
   23       6105329  Eastway Square Shopping Center        PMCF    $9,240,000    0.050%   None   PMCC
   24       6104884  Bridge Building                       PMCF    $8,982,560    0.050%   None   PMCC
   25       6105291  Jameson Federal Building              PMCF    $8,263,770    0.030%   None   PMCC
   37       6105165  Ravencrest Apartments                 PMCF    $6,057,800    0.050%   None   PMCC
   43       6105283  Pacific Coast Plaza                   PMCF    $4,840,622    0.020%   None   PMCC
   46       6104977  Bedrosian Tile Building               PMCF    $4,371,434    0.050%   None   PMCC
   49       6105340  Stone Brook Apartments                PMCF    $4,187,714    0.050%   None   PMCC
   50       6105300  10200 & 10310 Pioneer Boulevard       PMCF    $4,138,776    0.050%   None   PMCC
   51       6105158  Thunderbird Plaza                     PMCF    $4,075,880    0.050%   None   PMCC
   62       6104800  Overlake Retail Center                PMCF    $2,782,024    0.050%   None   PMCC
   70       6105125  12th & 12th Storage                   PMCF    $1,892,546    0.050%   None   PMCC
   72       6105273  Caleb Brett Building                  PMCF    $1,666,016    0.050%   None   PMCC
   74       6105214  Don Wilson Office Building            PMCF    $1,524,908    0.050%   None   PMCC
   77       6105199  Federal Express Distribution Center   PMCF    $1,497,104    0.050%   None   PMCC
</TABLE>

                               S-III-1
<PAGE>


                                   SCHEDULE IV

                                 REFERENCE RATES

                                [Not Applicable.]


















                                     S-IV-1

<PAGE>


                                   SCHEDULE V

                       BORROWER THIRD-PARTY BENEFICIARIES
                              (UNDER SECTION 2.03)

                       [There are no such beneficiaries.]























                                      S-V-1